WorleyParsons Annual Report 2015

Annual Report 2015

We have created our 2015 Shareholder results microsite, which offers our 2015 results documents and detailed information on our business operations.

Visit us online

annualreport2015.worleyparsons.com

Annual General Meeting

WorleyParsons’ 2015 Annual General Meeting will be held on Tuesday 27 October 2015 commencing at 2.00pm (AEDT) at The Westin Sydney, 1 Martin Place, Sydney.

WorleyParsons delivers projects, provides expertise in engineering, procurement and construction and offers a wide range of consulting and advisory services. We cover the full lifecycle, from creating new assets to sustaining and enhancing operating assets, in the hydrocarbons, mineral, metals, chemicals and infrastructure sectors. Our resources and energy are focused on responding to and meeting the needs of our customers over the long term and thereby creating value for our shareholders.

ContentsGroup Financial Highlights 1Chairman and CEOs’ Review 2Board of Directors 6Global Operations and Significant Contract Awards

8

Realize Our Future 12Development 26Corporate Responsibility 31Operating and Financial Review 38Directors’ Report 46

Remuneration Report 51

Financial Statements 67

Shareholder Information 115

Glossary 116

Corporate Information 117

We are a professional services business, a partner in delivering sustained economic and social progress, creating opportunities for individuals, companies and communities to find and realize their own futures. We can only do this with the support of our shareholders, earned by delivering earnings growth and a satisfactory return on their investment.

OUR VALUES

Leadership

• Energy and excitement • Integrity in all aspects of business • Minimum bureaucracy • Committed, empowered and technically

capable people • Delivering profitable sustainability

Relationships

• Open and respectful• A trusted supplier, partner and customer• Collaborative approach to business• Willing to challenge and innovate• Enduring customer relationships

Agility

• Smallest assignment to world-scale developments • Comprehensive geographic presence • Global expertise delivered locally• Responsive to customer preferences • Optimum customized solutions

Performance

• Industry leadership in health, safety and environmental performance

• Consistent results for our customers, delivering on our promises

• People accountable and rewarded for performance• Innovation delivering value for our customers• Creating wealth for our shareholders

FIVE YEAR PERFORMANCE AT A GLANCE

Group Financial Highlights$M 2011 2012 2013 2014 2015 % change

Aggregated revenue1 5,903.5 7,362.6 7,627.0 7,363.7 7,227.5 (1.8)

EBIT 539.9 537.9 527.0 428.2 87.1 (79.7)

EBIT margin 9.1% 7.3% 6.9% 5.8% 1.2%

Net profit after tax 364.2 353.2 322.1 249.1 (54.9) (122.0)

Net profit margin 6.2% 4.8% 4.2% 3.4% (0.8%)

Cash flow from operations 293.8 437.5 443.5 550.1 251.3 (54.3)

Return on equity2 19.8% 18.0% 16.2% 12.5% 9.2%

Basic EPS normalized (cents)3 159.4 152.7 137.8 108.5 (14.7) (113.5)

Basic EPS (cents) 148.3 143.7 130.8 101.0 (22.2) (122.0)

Dividends (cents per share) 86.0 91.0 92.5 85.0 56.0 (34.1)

1 Aggregated revenue is defined as statutory revenue and other income plus share of revenue from associates less procurement revenue at nil margin, interest income and net gain on revaluation of investments previously accounted for as equity accounted associates. The directors believe the disclosure of revenue attributable to associates provides additional information in relation to the financial performance of the Group.

2 Based on underlying net profit after tax and underlying equity.3 Before amortization of intangibles including tax effect of amortization expense.

Aggregated revenue EBIT Net profit after tax Cash flow from operations

$7,227.5 m $87.1m ($54.9m) $251.3m

The result was earned on aggregated revenue of $7,227.5m, a decrease of 1.8% on the $7,363.7m reported in 2014.

EBIT for the year was $87.1m, a decrease of 79.7% on the $428.2m reported in 2014.

Underlying EBIT, excluding impairment and Arkutun-Dagi settlement, for the year was $355.7m, a decrease of 21.3% on the $452.2m reported in 2014.

The full year result for 2015 was a net loss of $54.9m, a decrease of 122% on the $249.1m net profit reported in 2014.

Underlying NPAT, excluding impairment, Arkutun-Dagi settlement and tax associated with the China business restructure, for 2015 was $198.6m, a decrease of 24.6% on the $263.4m reported in 2014.

Cash flow from operations was $251.3m, representing cash conversion of 127% of underlying NPAT.

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$293

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$443

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$539

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$537

.9m

$527

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$428

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$7,3

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m

$7,6

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m

$7,2

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m

$5,9

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m

$530

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$527

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$452

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$355

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$474

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$249

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$364

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$322

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$198

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$263

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$298

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$322

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$322

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$443

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$353

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$364

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$322

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$530

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$527

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$452

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$474

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$263

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$xxx

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$345

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$298

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$322

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$251

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$437

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$293

.8m

$443

.5m

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$539

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$537

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$527

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$428

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.7m

$7,3

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$7,6

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$7,2

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$5,9

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$530

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$527

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$452

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$355

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$474

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$249

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$364

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$322

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$198

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$322

.1m

WorleyParsons Annual Report 2015 1

John Grill AO and Andrew Wood

CHAIRMAN AND CEOS’ REVIEW

Chairman and CEOs’ Review

Positioning for the future.

2 WorleyParsons Annual Report 2015

Welcome to the WorleyParsons Annual Report for 2015.

The past 12 months have been a challenging time for our customers who have been impacted by sustained low commodity prices and the fall in oil prices. This has led to reduced activity levels across the resources and energy sectors. WorleyParsons has not been immune from the impact of this reduction in our customers’ capital and operating expenditure, although our geographic diversification and broad range of services have been important factors in maintaining a resilient business.

We have developed a strategy for the medium to longer term that responds to the unstoppable trends and market shifts we have been observing. Our strategy to return the business to growth is built around our five strategic themes leading to one differentiated strategy to ‘Realize our future’.

Realize our futureWhile the Company has taken the necessary short term actions to reshape the business to align it with market activity, we have deployed our recently announced strategy for growth.

Our strategy is founded on five strategic themes, executed through five projects, delivering one differentiated strategy. This strategy leverages our core differentiators of deep and broad technical capability and our diverse geographic presence. It strengthens the focus on front end capability, multiple project delivery offerings through the execution phase of projects, and on Improve to provide integrated offerings covering full asset management services and reimbursable EPC for sustaining capital projects. The organizational change into four business lines; Services, Major Projects, Improve and Advisian, supported by our Global Delivery Center, provides the platform for the delivery of this strategy.

The five strategic themes are:• to build a world class advisory and

consulting business• to be the global project management

consultant of choice• to build a leading Improve business• to be the smartest most agile local

service provider• to be the company that leapfrogs the

competition in the use of our global delivery center and applies digital technology to revolutionize the delivery of our services.

We have moved quickly on our strategy. 1 July 2015 saw Advisian operating as a standalone business line with approximately 3,000 consultants operating in 19 countries. During the year, we completed the acquisition of MTG, a management consulting firm focused in the oil and gas, petrochemicals and chemicals sectors.

We also acquired Atlantic Nuclear, a Canadian based consulting business that specializes in nuclear technology including the CANDU technology. This acquisition demonstrates our commitment to deepen our technical capabilities in support of our customers in the broader energy sector.

The development of our Global Delivery Center has progressed with the continuing transfer of project execution activities to India and China as we work with customers to lower the cost of the delivery of their projects.

Focus on front end Fo

cus on Improve

Selective delivery offerings

PMC

EPCM/EPC

Our strategy is explained on page 15

Our strategy to return the business to growth is built around our five strategic themes leading to one differentiated strategy to ‘Realize our future’.


Over the last 18 months, we have reorganized, simplified the way we work and removed costs to provide a solid foundation for a sustainable business in the short term and a platform from which to launch the next phase of our growth.

Financial performanceThe Group reported an underlying net profit after tax of $198.6 million (excluding $198.6 million impairment of goodwill, $49 million post-tax for settlement of the Arkutun-Dagi dispute and a $5.9 million tax adjustment associated with the China business restructure), down 25% on our 2014 underlying result.

Last year, we anticipated improving margins in market conditions where revenue was likely to fall. While we achieved some success in the first half, the second half margins came under pressure due to the combined impact of project cancellations, the charges incurred due to our cost reduction initiatives, competitive pressures and concessions negotiated with customers.

The expected lower market activity necessitated a comprehensive review of asset carrying values, resulting in the Company recognizing a non-cash impairment of goodwill of $198.6 million. This represents approximately 10% of the value of total goodwill.

The Group delivered a positive cash flow of $251.3 million (cash conversion at 127% of NPAT) and our gearing remains within our target range.

The Board has resolved to pay a final dividend of 22.0 cents per share unfranked, taking the total dividends for the year to 56.0 cents per share, down from 85.0 cents per share last year.

As the 2015 financial result was below the Group NPAT threshold, no Combined Incentive was awarded to Executives.

Health, Safety and Environment (HSE)WorleyParsons is committed to our vision of Zero Harm to people and assets and zero environmental incidents. We thank our Board and management for their continued strong leadership in support of the goal of Zero Harm. Our Total Recordable Case Frequency Rate has increased to 0.12 per 200,000 hours worked compared to 0.10 in the 2014 financial year. We also enhanced our Energy Efficiency Program to further reduce our carbon footprint focusing on our highest energy consuming operations.

PeopleAs a professional services business, our employees are our most important asset. It has been a difficult year for our people, as we adapted to the changing needs of our customers and the dynamics of our markets. We have made, and will continue to make, tough decisions that balance the need to maintain a local presence to support our customers with the longer term interests of our shareholders.

Both the Board and Group Leadership Team would like to express their appreciation of the commitment and contribution of our people to WorleyParsons over this past year.


WorleyParsonsCord, Blackfalds Module Yard, Canada


Board and management changesAs part of our plan for Board renewal we completed our search for a new director with the appointment of Jagjeet (Jeet) Bindra as a director of the Company with effect from 1 July 2015. Jeet brings to the Board over 35 years’ experience in the global resources and energy industry including 32 years in senior leadership roles with the Chevron Group of Companies. We welcome Jeet to the Board.

We also welcomed two new Executives, Dennis Finn and Filippo Abba. Dennis commenced as Group Managing Director/Chief Executive Officer – Advisian on 1 September 2014. Filippo commenced as Group Managing Director – Improve on 1 April 2015, succeeding Randy Karren who retired on 31 March 2015 after 27 years’ service with WorleyParsons and its legacy companies. On behalf of the Board and the senior management team, we would like to thank Randy for his substantial contribution to the growth and development of Cord, Colt and WorleyParsons.

See page 13 for more details on the members of the Group Leadership Team.

Ethics and Corporate responsibilityWe recognize that WorleyParsons’ reputation for honesty, integrity and ethical dealings is one of its key business assets and a critical factor in ensuring the Company’s ongoing success. All of WorleyParsons’ people continue to strive to maintain the standard of ethical behavior expected by our customers, suppliers and shareholders. The Company continues to refine its corporate responsibility efforts across all the parts of the world in which we do business, in an effort to ensure that our programs are as effective and efficient as possible in delivering value to the communities we support. The Corporate Responsibility section of this Annual Report provides greater detail on these activities.

Corporate governanceThe Board remains confident that the Company has in place a strong corporate governance system, and that this system is well maintained, reviewed and updated. The Group maintains a comprehensive, independent, internal audit program that reports directly to the Audit and Risk Committee. This function not only focuses on specific areas of interest, but provides assurance annually to the Audit and Risk Committee of the adequacy and effectiveness of the Group’s internal controls.

The Corporate Governance Statement 2015 can be found on the Company’s website.

ConclusionWe would like to thank the Directors, the Group Leadership Team, and our people for their contribution in what has been a significant period of change in our markets and organization. We would like to thank our shareholders for their continuing support and look forward to realizing the future of WorleyParsons together.

John Grill AO Andrew WoodChairman and Non-Executive Director Chief Executive Officer

INTECSEA Subsea Structure


John Grill AOChairman and Non-Executive Director

John M GreenNon-Executive Director

Wang Xiao Bin Non-Executive Director

Catherine Livingstone AONon-Executive Director

Andrew WoodChief Executive Officer

Xiao Bin is a member of the Audit and Risk Committee and the Nominations Committee.

John is Chairman of the Board and Chairman of the Nominations Committee and a member of the Remuneration Committee and Health, Safety and Environment Committee.

John is Chairman of the Remuneration Committee and a member of the Nominations Committee.

Catherine is a member of the Audit and Risk Committee and the Nominations Committee.

Note: Jageet (Jeet) Bindra joined the Board of Directors on 1 July 2015 and is not pictured here.


Board of Directors

Ron McNeillyDeputy Chairman and Lead Independent Director

Peter JanuCompany Secretary and General Counsel Corporate

Larry Benke Non-Executive Director

Ron is Deputy Chairman and Lead Independent Director of the Board and was previously Chairman of the Board. He is a member of the Audit and Risk Committee, Nominations Committee, Remuneration Committee and Health, Safety and Environment Committee.

Larry is a member of the Audit and Risk Committee, the Nominations Committee, and the Health, Safety and Environment Committee.

Erich FraunschielNon-Executive Director

Erich is Chairman of the Audit and Risk Committee and a member of the Nominations Committee.

Christopher Haynes OBENon-Executive Director

Chris is Chairman of the Health, Safety and Environment Committee and a member of the Nominations Committee.


Aberdeen

Vancouver, WA

Aksai

Bellevue

AlmaFort

St John

Edmonton

CalgaryVancouver

Arcadia

Azusa

Reading

Chattanooga

Houston

Port of Spain

Rio de Janeiro

Tulsa

Billings Bismarck

Sudbury

BrossardMarkham

Mississauga

Quebec City

Saint John

MontrealTrois-Rivières

Fermont

Chicoutimi

Sept-Îles

London

Bristol

Woking

Leeds

Madrid

Delft

CairoTripoli

Lagos

Yanbu

Warsaw

BelaneSofia

AhmadiBasrah

Al KhobarBahrain

DohaAbu Dhabi

Muscat

Moscow

AtyrauTengiz

Aktau

Beijing

ShanghaiNanjingChengdu

Bangkok Mumbai Sriracha

Ho Chi Minh City

Hanoi

KertehKuala Lumpur

DuriSingapore

Kuala BelaitMiri

Kota Kinabalu

Bintulu

Jakarta

Perth

Port Hedland

Timor-Leste

BunburyAdelaide

Geelong Melbourne

SydneyNewcastle

Brisbane

GladstoneMackay

Townsville

New PlymouthAuckland

Cold Lake

SaskatoonLloydminster

Luanda

Santiago

Folsom

Monrovia

Tianjin

Kuantan

HastingsWellington

Christchurch

Sarnia

Grande Prairie

Kitimat

Almaty

Tashkent

Astana

Hyderabad Chennai

Dubai

Stara Zagora

GloucesterManchester

São Paulo

Phoenix Chattanooga

Jacksonville

Balikpapan

Hong Kong

Belo Horizonte

BayportDeer Park

Blackfalds

Accra

St John’s

Bogotá

Lima

Quito

Ulaanbataar

Windhoek

Teesside

Stavenger

Riyadh

Bloemfontein

Johannesburg

Polokwane Pretoria

Rustenberg

UpingtonKathu

Maputo

Cape Town Port Elizabeth East London

Durban

Kimberley Secunda

Istanbul

Farnborough

Anchorage

Plzen

Minerals, Metals & Chemicals 21

105Significant

Awards

Hydrocarbons 5

Infrastructure 10


25Significant

Awards

Hydrocarbons 2

Hydrocarbons 33

Infrastructure 6


44Significant

Awards

Hydrocarbons 61

Infrastructure 23

Hydrocarbons 2

Infrastructure 3


6Significant

Awards

Hydrocarbons 18

Infrastructure 3


22Significant

Awards


Infrastructure 1

Hydrocarbons 1

1Significant

Award

7Significant

Awards

Australia Pacific,Asia and China

North America

Europe, Middle Eastand North Africa

Latin AmericaSub-Saharan

Africa

Global


105Significant

Awards

Hydrocarbons 5

Infrastructure 10


25Significant

Awards

Hydrocarbons 2

Hydrocarbons 33

Infrastructure 6


44Significant

Awards

Hydrocarbons 61

Infrastructure 23

Hydrocarbons 2

Infrastructure 3


6Significant

Awards

Hydrocarbons 18

Infrastructure 3


22Significant

Awards


Infrastructure 1

Hydrocarbons 1

1Significant

Award

7Significant

Awards


North America



Africa

Global


105Significant

Awards

Hydrocarbons 5

Infrastructure 10


25Significant

Awards

Hydrocarbons 2

Hydrocarbons 33

Infrastructure 6


44Significant

Awards

Hydrocarbons 61

Infrastructure 23

Hydrocarbons 2

Infrastructure 3


6Significant

Awards

Hydrocarbons 18

Infrastructure 3


22Significant

Awards


Infrastructure 1

Hydrocarbons 1

1Significant

Award

7Significant

Awards


North America



Africa

Global

46 Countries148 Offices 31,400 Employees

Global Operations and Significant Contract Awards



Aberdeen

Vancouver, WA

Aksai

Bellevue

AlmaFort

St John

Edmonton

CalgaryVancouver

Arcadia

Azusa

Reading

Chattanooga

Houston

Port of Spain

Rio de Janeiro

Tulsa

Billings Bismarck

Sudbury

BrossardMarkham

Mississauga

Quebec City

Saint John

MontrealTrois-Rivières

Fermont

Chicoutimi

Sept-Îles

London

Bristol

Woking

Leeds

Madrid

Delft

CairoTripoli

Lagos

Yanbu

Warsaw

BelaneSofia

AhmadiBasrah

Al KhobarBahrain

DohaAbu Dhabi

Muscat

Moscow

AtyrauTengiz

Aktau

Beijing

ShanghaiNanjingChengdu

Bangkok Mumbai Sriracha

Ho Chi Minh City

Hanoi

KertehKuala Lumpur

DuriSingapore

Kuala BelaitMiri

Kota Kinabalu

Bintulu

Jakarta

Perth

Port Hedland

Timor-Leste

BunburyAdelaide

Geelong Melbourne

SydneyNewcastle

Brisbane

GladstoneMackay

Townsville

New PlymouthAuckland

Cold Lake

SaskatoonLloydminster

Luanda

Santiago

Folsom

Monrovia

Tianjin

Kuantan

HastingsWellington

Christchurch

Sarnia

Grande Prairie

Kitimat

Almaty

Tashkent

Astana

Hyderabad Chennai

Dubai

Stara Zagora

GloucesterManchester

São Paulo

Phoenix Chattanooga

Jacksonville

Balikpapan

Hong Kong

Belo Horizonte

BayportDeer Park

Blackfalds

Accra

St John’s

Bogotá

Lima

Quito

Ulaanbataar

Windhoek

Teesside

Stavenger

Riyadh

Bloemfontein

Johannesburg

Polokwane Pretoria

Rustenberg

UpingtonKathu

Maputo

Cape Town Port Elizabeth East London

Durban

Kimberley Secunda

Istanbul

Farnborough

Anchorage

Plzen


105Significant

Awards

Hydrocarbons 5

Infrastructure 10


25Significant

Awards

Hydrocarbons 2

Hydrocarbons 33

Infrastructure 6


44Significant

Awards

Hydrocarbons 61

Infrastructure 23

Hydrocarbons 2

Infrastructure 3


6Significant

Awards

Hydrocarbons 18

Infrastructure 3


22Significant

Awards


Infrastructure 1

Hydrocarbons 1

1Significant

Award

7Significant

Awards


North America



Africa

Global


105Significant

Awards

Hydrocarbons 5

Infrastructure 10


25Significant

Awards

Hydrocarbons 2

Hydrocarbons 33

Infrastructure 6


44Significant

Awards

Hydrocarbons 61

Infrastructure 23

Hydrocarbons 2

Infrastructure 3


6Significant

Awards

Hydrocarbons 18

Infrastructure 3


22Significant

Awards


Infrastructure 1

Hydrocarbons 1

1Significant

Award

7Significant

Awards


North America



Africa

Global


105Significant

Awards

Hydrocarbons 5

Infrastructure 10


25Significant

Awards

Hydrocarbons 2

Hydrocarbons 33

Infrastructure 6


44Significant

Awards

Hydrocarbons 61

Infrastructure 23

Hydrocarbons 2

Infrastructure 3


6Significant

Awards

Hydrocarbons 18

Infrastructure 3


22Significant

Awards


Infrastructure 1

Hydrocarbons 1

1Significant

Award

7Significant

Awards


North America



Africa

Global


105Significant

Awards

Hydrocarbons 5

Infrastructure 10


25Significant

Awards

Hydrocarbons 2

Hydrocarbons 33

Infrastructure 6


44Significant

Awards

Hydrocarbons 61

Infrastructure 23

Hydrocarbons 2

Infrastructure 3


6Significant

Awards

Hydrocarbons 18

Infrastructure 3


22Significant

Awards


Infrastructure 1

Hydrocarbons 1

1Significant

Award

7Significant

Awards


North America



Africa

Global


Significant Contract Awards

HYDROCARBONS

SERVICES

1 AGL Professional Services Agreement panel for works in Australia

APAC

2 Viva Energy Engineering PM Services APAC

3 Woodside Petroleum Woodside Brownfield EPCM Services Program (CY2015 - 19)

APAC

4 BP West Nile Delta FEED EURMENA

5 Chevron Samal Wind Farm EURMENA

6 ConocoPhilips Ekofisk Capacity Increase EURMENA

7 Maersk Oil Culzean FEED EURMENA

8 Ophir Energy Block R Engineering support EURMENA

9 Saudi Aramco MPP Offshore PMC EURMENA

10 Ocensa EPCM Services Contract LAM

11 Confidential Client Oil Sands

Significant Oil Sands Mining Project Module

North America

12 Husky DAII Pipelines and Well Pads North America

13 Husky Sunrise SAGD SRU Unit Installation North America

14 Keyera Rimbey Gas Plant Construction North America

15 Maersk Oil Chissonga Follow-on Engineering North America

16 North West Redwater Partnership

Unit 70 and Unit 90 modules North America

17 Sempra LNG LNG Facilities Consulting and Owner's Engineering Services

North America

18 Shell Canada LNG RTA Port Development North America

19 Steelhead LNG Steelhead Environmental Services, Sarita Bay

North America

20 TransCanada Northern Courier Pipeline Project modules

North America

21 BP Relief Systems Project Global

22 Ophir Holdings MSA for engineering support to worldwide assets

Global

MAJOR PROJECTS

23 Alaska LNG Alaska LNG Pipeline North America

24 Chevron Buckskin Moccasin SURF Early FEED North America

IMPROVE

25 BP BP Regional Framework Agreements for Downstream Business Units

North America

26 BP Trinidad Region Onshore Compression Category B Project DEFINE/EXECUTE Phase

North America

27 BP Trinidad Accommodations Project DEFINE Phase

North America

28 Confidential Client Engineering and Procurement Services Agreement

North America

29 Confidential Client Engineering and Procurement Services Agreement

North America

30 ConocoPhilips Alaska Design, Drafting and Documentation Services for CPAI North Slope Facilities

North America

31 Suncor Engineering and Procurement MUA Extension

North America

The QEZ3 port is located on an inland site north of the Hamad Port and accommodates smaller vessels, particularly from Qatar and neighboring Gulf states. The project included a greenfield development of a naval base on a new reclaimed offshore island to provide berthing facilities for the Qatar Emiri Naval Forces. QEZ3 will be an important gateway into Qatar, providing an economic hub around the port for manufacturing, logistics and trade. WorleyParsons was appointed as the PMC to provide the master planning, design and construction support for construction of port and naval buildings, infrastructure and utility buildings, reclamation, marine works mobile equipment and port cranes and security packages.

WorleyParsons, in association with Royal Haskoning DHV (RHDHV) as a subcontractor executed the project primarily in the WorleyParsons Doha office with work shared with the Dubai office for shallow quay marine works; and the Mumbai office for the structural design of the utility buildings.

The master planning for the new port is closely aligned with the Qatar National Vision 2030 pillars of environmental, economic, human and social development which focus on harmony between economic growth, social development and environmental protection.

QEZ3 Port, Doha – PMC, a workshare success story

Case Study


Note: Contracts mentioned here represent a sample of the total awarded throughout FY2015.


MINERALS, METALS & CHEMICALS

SERVICES

1 BASF BPC Polyisobutene Production Plant APAC

2 BASF New Chemical Catalysts Manufacturing Plant

APAC

3 Evonik Evonik Signal Project, EPCM APAC

4 RTA Yarwun Engineering Project Management Drafting

APAC

5 SWICorp Azin Glass Factory EURMENA

6 Brazil Potash Corporation

Autazes Bankable Feasibility Study LAM

7 Dakota Gasification Urea Plant CM Scope North America

8 Exxaro Matla No.1 Shaft Relocation Detail Design

SSA

9 Vale S11D - CM Support Contract North America

MAJOR PROJECTS

10 Vale Vale Kronau FEF3 North America

INFRASTRUCTURE

SERVICES

1 China Harbour Engineering Company

Oil terminal in Walvis Bay APAC

2 MPA EMMP Specialist Consultancy Services for Tuas terminal Phase 1

APAC

3 NSW Treasury NSW Poles and Wires APAC

4 One Pure International Group

Gluse/PET Waterbottling Plant - EPC APAC

5 Public Utilities Board Rehabilitation of sanitary drain lines - Jurong Lake Catchment

APAC

6 Queensland Department of State Development

Abbot Point Approvals Project APAC

7 RAOS Project Oy Fennovoima Hanhikivi-1 Nuclear Power Plant

EURMENA

8 SEZAD Sezad Duqm Liquid Berth EURMENA

9 Concessionaria do Monotriho da Linha 18

Metro Linha 18 LAM

10 S.P.E.C Cartagena LNG Floating Storage Regasification Unit Import Terminal PMC/OE

LAM

11 Buckeye Partners LP MSA Consulting and Engineering Services

North America

12 Iberdrola Salem Harbour Combined Cycle Gas Turbine

North America

13 Port of Corpus Christi Consulting and Engineering Services MSA

North America

14 Siemens/Channelview O&M Services North America

15 Lake Turkana wind power project

Lake Turkana Wind Power Project SSA

IMPROVE

16 Genesis Energy Genesis Energy Integrated Services APAC

17 UCLA Cogen Plant O&M North America


The Group Leadership Team comprises the leaders of our four business lines; Services, Major Projects, Improve and Advisian, and the leaders of Strategy, Finance, Assurance & Development and the Company Secretary. The Group Leadership Team advises the Chief Executive Officer on effective and efficient functioning of the global business of WorleyParsons and is responsible for the delivery of our strategy to realize our future.The existing Group Leadership Team members were joined this year by two new executives. Filippo Abba, Group Managing Director - Major Projects and Group Managing Director - Improve, brings more than 20 years experience in the industry. Dennis Finn, Group Managing Director & CEO - Advisian, brings more than 10 years experience in global advisory businesses.

We have the right team to deliver our strategy.

From left to right, Filippo Abba, David Steele, Dennis Finn, Andy Cole, Marian McLean, Andrew Wood, Simon Holt, Peter Janu

Realize ourfuture

REALIZE OUR FUTURE


Filippo Abba, Group Managing Director – Major Projects, Group Managing Director – Improve

Filippo is accountable for the growth and performance of both the nominated global Major Projects’ portfolio and Improve relationships within WorleyParsons. Prior to joining WorleyParsons, Filippo held a number of senior roles during his 24 years working with Foster Wheeler, most recently CEO of Foster Wheeler Europe, Middle East and Africa. Throughout his career, Filippo has built broad global experience and has led sizeable EPC projects. Filippo holds a Bachelor’s Degree and a Doctorate in Mechanical Engineering from Politecnico di Milan.

Andy Cole, Group Managing Director – Strategy

Andy is responsible for the development of the Corporate and Sector level growth strategy within WorleyParsons which covers all operating business lines and addresses the Hydrocarbons, Minerals & Metals, Chemicals and Infrastructure sectors. Joining WorleyParsons in 1985 in Perth as a graduate structural engineer, Andy was involved in the design of various onshore and offshore oil and gas facilities in Australia, the UK, South East Asia and the Middle East. He managed the Thailand operation from 2001 to 2003, returning to Australia to complete a Master of Business Administration (MBA) and to establish and run the global front end consulting division, known as Select. Andy holds a Degree in Civil Engineering and an MBA from The University of Western Australia.

Dennis Finn, Group Managing Director & CEO – Advisian

Dennis is responsible for Advisian, WorleyParsons’ global advisory and consulting business. Dennis joined WorleyParsons from PricewaterhouseCoopers (PwC) in 2014 and has a strong background in transformational change, global strategy and high impact customer focused interventions. Dennis has advised clients across the globe, successfully helped to build global advisory businesses, and understands the importance of talent and culture. His leadership combines significant global experience with strong commercial acumen. Dennis joined PwC Australia in 2004 as the lead Partner and Head of Consulting and went on to hold a number of senior roles in the firm. In 2012 he was appointed Vice Chairman and Global Human Capital Leader of PwC International based in New York. His background and experience include Operations, Manufacturing, HR, Marketing and General Management across multiple locations (the UK, the US, Australia, New Zealand and Asia). Dennis started his career as a radiographer after studying Chemical Plant Operations and Nuclear Processes in the UK.

Simon Holt, Chief Financial Officer

Simon is the Chief Financial Officer and has overall responsibility for finance including Treasury, Property Leasing, Tax, Shared Services, Information Management, Corporate Procurement, Travel, Corporate Finance and Reporting. Simon also has oversight of the operational finance functions, ensuring the consistent application of standardized processes, systems and corporate and financial reporting. He has previously held the roles of Deputy CFO and Group Financial Controller. Prior to joining WorleyParsons in 2007, Simon held a number of senior positions in the retail sector. Simon is a Chartered Accountant and holds a degree in Business (Accounting and Marketing) from the University of Technology, Sydney.

Marian McLean, Group Managing Director – Assurance & Development

Marian is responsible for both the Assurance and Development activities at WorleyParsons. In this role, Marian provides leadership of Innovation, the Group Project Management Office and New Ventures. She is also responsible for the assurance on the effectiveness and efficiency of the WorleyParsons internal controls, reliability of reporting and compliance with laws and regulations. Marian joined WorleyParsons in June 2008. She has over 20 years’ experience in the manufacturing, water, construction, service and oil and gas industries. Her qualifications include: Master of Applied Science (Ergonomics) University of NSW, Graduate Diploma in Safety Science University of NSW and Bachelor of Physiotherapy, University of QLD. Marian is a professional member of the American Society of Safety Engineers, the Society of Petroleum Engineers and the Human Factors and Ergonomics Society of Australia.

David Steele, Group Managing Director – Services

David has over 30 years’ experience in engineering, project and business management across a wide range of customer and industry sectors. David is responsible for the Services business line, which delivers services to our customers from the 148 offices WorleyParsons has in 46 countries around the globe. David has previously held many roles within WorleyParsons including other operational, global functional and customer sector roles. Prior to joining the company in 1999, David held positions with ABB and Rolls-Royce Industrial Power (Pacific). David holds a Bachelor’s Degree in Electrical Engineering and an MBA and is a Chartered Professional Engineer.

For Andrew Wood, Chief Executive Officer and Peter Janu, Company Secretary and General Counsel Corporate, details can be found on page 50.


The key driver of investment in the global oil market for the last decade has been the concept of peak oil and the implied diminishment of supply. This in turn drove higher and higher levels of expenditure in the frontier regions to gain the harder to extract reserves. That trend changed in the last few years with the shale revolution in North America. Supply now, can be incrementally increased without the traditional big, long term investments. This, together with slowing growth rates in China, has created a challenging market place for both customers and service providers to the oil and gas sector. The same can be said for many of the resources related subsectors in which we operate. Given there has been such a fundamental shift in our key markets it was clear we had to make a fundamental shift in our business.

Responding to the unstoppable trends and recent market shifts

When developing our future growth strategy we firstly considered the underlying external context. There are a number of unstoppable trends that are driving the long term market dynamics. Climate change, urbanization, food security, water scarcity and the increasing challenge for our customers to gain the social license to operate, are examples of true, unstoppable trends that we believe create opportunities and hence need to be considered within the long term strategy development for WorleyParsons.

There have also been recent market shifts such as the oil price shock, low gas prices, the fall in iron ore, copper and coal prices which are affecting our customers’ investment decisions. We are also seeing an increase in lump sum turnkey (LSTK) contracts, the impact of increasing development costs and changes to the geopolitical landscape creating more complexity for our customers. While these recent market shifts present some challenges, we again see a number of opportunities for WorleyParsons in the near term.

A period of transition

We are in a period of transition to return the Company to growth. This is a journey we commenced in November 2013 as we sought to address the challenges we saw ahead. In April 2014, before the fall in oil prices, we restructured the business, refreshed the leadership team, reduced our overhead costs and initiated programs to enable our staff to deliver better customer satisfaction. We created the business lines of Services, Major Projects and Improve transferring direct accountability for performance to the leaders of those business lines. More recently we introduced the fourth business line, Advisian, to complete this restructure. Through the actions we have taken through financial year 2015 we built a foundation for growth over the next five years as we deliver on our strategy and “Realize our future”.

REALIZE OUR FUTURE

Our plan for growth.


Focus on front end

Our strategy aims to strengthen our front end capability, which in turn positions us at the beginning of the asset lifecycle, providing the opportunity to add value to the customer across a range of services.

Selective delivery options

Given the slow down in the pace of investment in the resources sector the associated major projects space is becoming a challenging area with competitors taking on substantial LSTK risk. Customers are also willing to take advantage of this shift in the market. We believe there are opportunities to be realized in helping our customers via a tailored project management consultancy (PMC) offering or via a collaborative integrated project management team (IPMT) model to help manage the currently favored LSTK delivery model.

These project delivery options provide multiple pathways to support our customers over the project lifecycle and position us well to continue that support through the operating life of the facility.

Focus on Improve

Based on feedback from customers, our strategy for growing Improve involves moving into integrated offerings covering full asset management services and reimbursable EPC services.

Corporate StrategyOur strategy is focused on enhancing and leveraging what we believe is the real essence of WorleyParsons and our core differentiators. That is our deep and broad technical capability and our diverse geographic presence. These two things differentiate us from our major global competitors and form the foundation for the strategy to deal with the unstoppable trends and the recent market shifts.

Enhance and leverage our broad and deep technical capabilities and our diverse geographic presence.

Selective delivery offerings

PMC

EPCM/EPC

Focus on front end Fo

cus on Improve


REALIZE OUR FUTURE

Build a world class consulting business and dominate theearly project phases

Be the global PMC provider of choice

Build a leading Improve business

Be the smartest, most agilelocal service provider

Create low cost,global delivery center

Customer

We have five strategic themes, executed through five projects, delivering one differentiated strategy, each a substantial undertaking in its own right. This strategy is built from our broad and deep technical capability and our diverse geographic presence, supported by the organizational structure of the four business lines of Services, Major Projects, Improve and Advisian with our Global Delivery Center providing support to all.

strategic themes: one differentiated strategy5

The five strategic themes are:

• to build a world class consulting business and dominate the early project phases• to be the global PMC provider of choice• to build a leading Improve business• to be the smartest, most agile local service provider• to be the Company that leap frogs the competition in the use of our global delivery center

(GDC) and applies digital technology to revolutionize the delivery of our services


Unstoppable Trend Opportunities for WorleyParsons

CLIMATE CHANGE Growth in renewable power

Power plant retrofits and decommissioning

Carbon capture and storage

URBANIZATION Continued investment in emerging countries

FOOD SECURITY Key customers investing in mined fertilizers – potash and phosphate

Water sourcing and conservation

COMMODITIZATION OF ENGINEERING

Value recognized in specialist services (productivity enhancement, advisory and technical capability)

Enhanced GDC delivery

SOCIAL LICENSE TO OPERATE

Community & stakeholder engagement

Government and industrial relations

ENERGY SECURITY AND RESOURCE SCARCITY

Advisory & execution support for customers investing in foreign markets

WATER SCARCITY Water sourcing, treatment and disposal

Water advisory services

DISRUPTIVE TECHNOLOGY Develop an integrated digital environment and workflow

Leverage technology partnerships

RESOURCE DEPLETION Life of mine extension and new underground developments

Asset optimization and management

Brownfield expansions and upgrades

EMERGING GLOBAL TALENT POOL

Assist customers to access global talent and drive new ways of working together

Recent Market Shifts Opportunities for WorleyParsons

OIL PRICE SHOCK Asset productivity enhancement

Enhanced oil recovery

Refining industry upturn

Increase in chemicals activity in South East Asia and Middle East.

LOW GAS PRICE Chemicals and petrochemicals

Upturn in high energy intensity processes, including aluminium

FALL IN IRON ORE, COPPER AND COAL PRICE

Productivity advisory and enhancement

Supply chain optimization

Capital intensity upgrades and expansions

INCREASE IN LUMP SUM TURNKEY CONTRACTS

Partnering with EPC contractors

Owner’s Engineer (OE), IPMT and PMC roles

INCREASED DEVELOPMENT COST

Asset portfolio optimization

Brownfield asset management

Sourcing and modularization

Alternate project delivery models

GEOPOLITICAL Investment by NOCs overseas

Customers seeking advisory and execution support in foreign markets

Overseas China investment

LONG TERM STRATEGY based on unstoppable trends

NEAR TERM STRATEGY business positioning for recent market shifts


PROJECT 1

Build a world class advisory and consulting business and dominate the front end of projects.Advisian combines the technical capabilities of WorleyParsons Consulting, Select and INTECSEA with our existing management consulting expertise. Formed under our Development Group through financial year 2015, today, Advisian is our independent advisory and consulting business that sits alongside our other business lines of Services, Major Projects and Improve.

Traditional advisory or consulting businesses generally operate at only one of a number of levels; either strategic consulting, management consulting, niche/specialist consulting or technical consulting. The initial focus of the Advisian business has been on management consulting. Today however, through the combination of existing management consulting and the technical consulting businesses within WorleyParsons, Advisian has over 3,000 consultants in 19 countries delivering integrated solutions for our clients across all our industry sectors.

We believe that a combination of management consulting with a deep technical capability is without peer as a global offering at scale, a genuine white space within the consulting industry. Clients of Advisian can now access our unrivalled technical know-how and deep domain knowledge and apply that to their complex asset intensive industries. We now have a truly global end-to-end service where we can advise and deliver value to our clients.

consultants

approximately

Dennis FinnGroup Managing Director& CEO – Advisian

REALIZE OUR FUTURE


A leading North American energy infrastructure company, focused in Canada, with assets in gas, power and utilities, sought to optimize the operation of a 70 year old gas plant. The facility has changed hands five times in six decades resulting in a mix of both older and leading edge equipment. After an initial review of the plant, it was felt that Advisian’s operational improvement capability would deliver a significant profitability boost for the plant and create a model for other plants across the client organization.

The analysis approach reflected the organization’s desire to review each aspect of plant operations and office-to-plant interfaces. The analysis confirmed that a number of structural processes were either inadequate or not present at all. Based on the analysis findings, a robust implementation project was undertaken. The team linked the communications, planning and running of the plant and the central office, which allowed cross-functional alignment and a focus on achieving the daily operations plan. Having access to specialized technical skills

within the broader Advisian team gave the project team a unique lens through which they were better able to understand and adjust the plant processes to ensure maximum efficiency. This led to changes which realized greater benefits than would have been possible without the added technical expertise.

The end result was a 60% increase in plant throughput via asset reliability, debottlenecking of processes and an effective management system. The client saw a 100% increase in contribution margin from improved commercial activities linked to plant utilization improvements. The project also resulted in a high level of employee engagement which has led to sustained financial improvements. To date, a 30% improvement in net income has been realized, despite challenging market conditions. The ability to combine management consulting with deep technical capabilities provided the client a real step change in the value they were able to attain.

Advisian’s combination of management consulting with deep technical expertise resulted in financial improvements for the client including a 30% increase in net income.

Case Study: Project 1



REALIZE OUR FUTURE

Project 2 aims to build this alternative project delivery pathway, namely WorleyParsons acting as the Project Management Consultant (PMC), to the same global strength we have achieved within the Engineering, Procurement and Construction Management (EPCM) project delivery market.

WorleyParsons has enjoyed a long history of supporting Middle Eastern customers using the PMC project delivery form, typically within the downstream hydrocarbons sector. This project aims to further develop the traditional PMC offering and make it available to a broader range of customers in new geographies and across other industry sectors. Furthermore by bringing our Digital Enterprise services into our PMC offering we seek to create a new data-centric PMC platform that sets the benchmark for the next generation of this contracting form.

The customer’s heightened need for this offering is due to the unstoppable trend of the ever increasing scale and complexity of today’s mega projects requiring multiple global

EPC contractors to combine to attain a successful project outcome. This longer term trend, combined with the recent shifts of customers favoring a LSTK contracting style and significant de-manning by many customers of their in-house project management teams, means that the time has come for this strategic theme.

Ultimately the role of the PMC is to support the customer in delivering a successful outcome. We believe that the collaborative style of WorleyParsons sets us apart from our traditional EPC competitors and that via this alternative project delivery pathway we can build a relationship with the customer that endures far beyond the initial project.

PROJECT 2

Be the global Project Management Consultant (PMC) of choice.

Filippo AbbaGroup Managing Director – Major Projects and Group Managing Director – Improve

Project 3 aims to create the next generation of our Improve business line in order to meet the changing needs of our customers. In particular, our customers are seeking a more integrated service where we bring the combination of white and blue collar resources to support their operating assets.

Our strategy focuses on key resource regions or basins where we can establish relationships with the local supply chain to deliver a wide range of services from maintenance through to construction. This basin by basin approach has served us well in the past as we have grown from the North-West shelf in Australian and Taranaki basin in New Zealand to the Athabasca oil sands in Alberta and the North Slope in Alaska. This project aims to both diversify the range of services we offer in our home basins as well as following our global customers into new regions.

We have enjoyed long term success when we invest in developing deep domain knowledge in specific markets. Two such examples in Australia are in Power generation and LNG production. From our Transfield Worley Power Services Joint Venture we operate and maintain a significant proportion of Australia’s Power generation. Similarly we are present in Australia’s three LNG producing basins with a two decade long heritage in this industry. We seek to duplicate this domain knowledge led strategy into other growth subsectors across the globe. The Australian chapter of this strategy is focused on the iron ore, unconventional oil and gas and water subsectors.

PROJECT 3

Build an integrated offering with a focus on key basins.


Through Project 4 we continue the drive to be the most knowledgeable, agile and connected local service provider. Comprising of more than 40 globally diverse locations, our Services business is the primary steward of our key long-term relationships with local customers.Our Services business is the wellspring from which we have created the other three business lines of Major Projects, Improve and now Advisian. For this reason it has the additional role in stewarding the interaction between the various business lines for the benefit of local customers. These local businesses have been WorleyParsons’ engine room in our past periods of growth and they now provide the resilience of earnings during the current challenging global market conditions.

The focus of this strategic effort is to turbo charge those specific locations where significant headroom for growth exists empowering the location leadership to pursue the opportunities available. A good current example of this type of location are our offices across the

Middle East, where we hold strong local positions in countries where government mandated localization initiatives support those willing to invest in building the local businesses of the future.

Our locations strive to be within the top three providers within their local market. This core principle has guided the Company across the last three decades and remains as valid now as it was in the beginning of the WorleyParsons geographical growth story. Through this strategy we continue to seek out new territories, often in support of our key global customers.


David Steele

Group Managing Director – Services

REALIZE OUR FUTURE

PROJECT 4

Local knowledge and local relationships are key to our success.


Global reach, local deliveryIn 2013, a Canadian energy company sought a single organization to deliver engineering, procurement and construction services on one of the largest projects in its history. Located in the heart of Alberta’s oil sands, the project is expected to recover 1.7 billion barrels of bitumen over its projected 50-plus year lifespan.

By the end of 2015, WorleyParsonsCord will have successfully completed the field construction component of this project ahead of schedule. The scope has included eight steam-assisted gravity drainage well pads and approximately 15 kilometers of gathering system pipelines that will ultimately help the site produce 35,000 barrels of heavy crude oil per day.

This project exemplifies global project delivery. The engineering and design leveraged collaboration between WorleyParsons offices in Beijing and

Calgary, and the prefabricated steel and piping components were shipped to WorleyParsonsCord’s Edmonton Module Yard from a facility in Qingdao, China. At the yard, these pieces were used to construct modules that, upon completion, underwent quality and turnover finalization before being transported to the project site several hours away. Once on site, WorleyParsonsCord crews completed the construction.

By providing an integrated team, and by utilizing our global reach, we have demonstrated our ability to successfully deliver EPC services on large-scale projects. This proven EPC track record will be particularly vital in the coming years as our industry looks to shift further towards this delivery model when developing new projects.



PROJECT 5

Our global delivery center (GDC) enhances our competitiveness.Project 5 seeks to create a company that leapfrogs the competition in the use of our global delivery center and applies digital technology to revolutionize the way we undertake and deliver our services.

The beneficial effects of this project are realized across all four business lines via the creation of a more competitive position with increased margins. This project comprises of three strategic horizons; firstly, to accelerate the transfer of work and activities to the India and China GDC locations, secondly to drive a greater level of standardization in the way we operate by simplifying our commercial processes, driving greater use of standard systems and configurations, and thirdly to develop an integrated and data-centric platform for delivering projects in the future.

The first horizon meets the urgent need of customers seeking a step change in the cost of delivery of their projects. It also reflects the changing attitudes of our customers and their new found willingness to undertake significant proportions of their engineering and design work in remote sites.

The second horizon further enhances our ability to utilize the capability of the GDC by building a standard set of tools, systems and work processes that

provide the enabling common language required to connect the global operations of WorleyParsons. In this horizon we are creating a digital data centric platform that drives greater productivity and helps fully utilize the potential of our extensive capabilities and knowledge, thus maximizing the global strength of our business.

The third horizon requires a fundamental redesign of the means by which we have traditionally developed and delivered projects within the resources and energy sectors. Engineering and project management firms like WorleyParsons readily adopted computer aided design techniques through the 1980’s and 1990’s facilitating mega project delivery through the booming years of the last decade. We are now at the start of the next step change in project delivery. How we maximize value from data and knowledge for our customers and how quickly we can respond to new data technologies and innovations lies at the heart of the challenge that Project 5 has been created to meet.

Ian WilkinsonManaging Director –Global Delivery Center


REALIZE OUR FUTURE


An integrated project delivery method that maximized the use of the GDC delivered commercial savings for our Canadian oil sands customer. By considering all project services including design, engineering, procurement, project controls, document control, Engineering Data Systems, expediting and inspection, nearly 80% of the work on the well pads was undertaken by our China GDC location.

A key element in winning the bid for the project was our strategy at the pursuit stage to maximize delivery from our GDC. It was clear that the necessary savings could not be achieved with traditional workshare approaches we have used in the past. We needed an integrated approach that considered technical and non-technical delivery.

The project kicked off with a ‘one team’ focus and continued to deliver that way. There was no home office and support office, just one virtual team connected by technology.

Key elements contributing to the success of this project are:

• early customer engagement and support for the delivery approach

• early engagement and collaboration with the GDC to review and align on execution approach

• leveraging of China capability in inspection, expediting, logistics and procurement to take a “global view” for supply sourcing

• ability to offer local construction for future phases of work.

Integrated project delivery for one of Canada’s largest oil sands producers



DEVELOPMENT

Delivering sustained economic and social progress, creating opportunities for individuals, companies and communities to find and realize their own futures.

REALIZE OUR FUTURE

Marian McLean, Group Managing Director - Assurance and Development

CLARITYDATA DRIVEN INSIGHTS

DataOptimization

DataGovernance

DataIntegration

DataAnalysis

Customer

COMPLEXITY

Digital EnterpriseWorleyParsons has a long history of applying advanced data structuring and analytic techniques to solve customer problems. We believe that digital transformation will improve the capital efficiency and reduce operating costs of our customers’ assets. WorleyParsons Digital Enterprise was established in 2014 to combine our data-centric skills with the best software options from our partners to deliver unique data solutions to our customers.

We have been working with some of the world’s largest resources and energy customers to improve their data integrity, and from there, evolve into the development of intelligent and predictive digital assets that can be used to make informed business decisions, resulting from the clarity we can create from the amount of data that is being gathered.

Our extensive domain knowledge of customer assets helps us to cut through the complexity, address the core issues and deal with the technical uncertainty which cannot always be achieved by a general data and system integration approach.


Innovative approach to monitoring environmental impactsOur Marine Environmental Group used an innovative approach to gain a new market entry into Asia while at the same time dislodging a long term incumbent competitor. The group secured an eight year multi-million dollar contract to monitor the environmental impact of a major ports dredging program. Our approach was new, bringing together our experience in unmanned underwater monitoring, unmanned aerial survey vehicles, satellite imagery and automated data analysis and reporting. By challenging the status quo, we were able to deliver a safer and significantly cheaper solution for our new customer.

INTECSEA dropped object simulation softwareThe accidental dropping of major items of equipment or material from an offshore facility can have catastrophic effects, potentially damaging subsea equipment and rupturing subsea pipelines. To reduce this risk, INTECSEA has developed a highly sophisticated dropped object simulation software which has proven to be highly accurate in predicting the trajectories and seabed impact zones for the most complex of objects. These simulations have led to a better understanding of risk and reduced the impact on customers in terms of reduced costs and fewer operational disruptions during lifts.

Mind Outburst Program

One of WorleyParsons’ hallmarks has been its ability to develop innovative solutions to solve complex problems. To broaden the application of innovative thinking, the company launched a global innovation program late last year. The program is designed to further inspire and empower our people to think differently and deliver innovative solutions to our customers, our business and our industry and begin to address the impacts of unstoppable global trends.The program harvests ideas from anywhere across the globe via an online idea incubator that captures and then facilitates idea development through collaboration and socialization. Seed funding can be sought for rapid prototype development and the idea owner receives sponsorship and mentoring within a totally transparent process. Ideas can be anything from an internal process improvement to creating value through optimization, new services, new products or new business models. Since the program was launched, we have funded over 25 ideas.

Our global reach and diversity are key to our programs’ success. We have created an innovation ecosystem that can tap into the talent of our people while collaborating with customers, partners, universities and research organizations from around the globe.

Innovation


REALIZE OUR FUTURE

Upstream

Midstream

Greenfields

Greenfields

(CAPEX)

Asian EPC

Asian EPC

Tier 1Tier 1

Brownfields

Tier 2

DownstreamUpstream Midstream

DownstreamBrownfields

(OPEX)

Tier 3Tier 3

NOC NOC

Tier 2Upstream

Midstream

Greenfields

Greenfields

(CAPEX)

Asian EPC

Asian EPC

Tier 1Tier 1

Brownfields

Tier 2



(OPEX)

Tier 3Tier 3

NOC NOC

Tier 2

Upstream

Midstream

Greenfields

Greenfields

(CAPEX)

Asian EPC

Asian EPC

Tier 1Tier 1

Brownfields

Tier 2



(OPEX)

Tier 3Tier 3

NOC NOC

Tier 2

BALANCED FOCUS ON UPSTREAM, MIDSTREAM AND DOWNSTREAM

ACCESS BOTH CAPEX AND OPEX OVER THE ASSET LIFECYCLE

MAINTAIN CURRENT RELATIONSHIPS AND DEVELOP TIER 2, NOC, AND ASIAN EPC CUSTOMER BASE

The Hydrocarbon Sector strategy seeks to diversify our earning across three axes, namely:• balancing the portfolio across the Upstream and Midstream/Downstream

industry segments • an even split between Greenfield and Brownfield projects • growing the National Oil Company (NOC), strategic “Tier 2” independents

and Asian EPC customer groups.

Upstream, Midstream and Downstream industry segments

Over the past decade we have had our sails set for an upstream wind and this focus led to the rapid expansion of the company in a number of geographies. We believe that similar headroom for growth exists for us in the Midstream (Pipelines and LNG) and Downstream (Refining and Petrochemicals) industry segments.

Greenfield vs Brownfield

In the current period of lower commodity prices the market generally favors ‘sweating’ existing assets rather than maintaining the record levels of new greenfield developments seen in the past.

To capitalize on this trend we are actively building our Improve business line to gain a greater share of work on the ongoing brownfield upgrades together with the operations and maintenance spend that supports existing production.

Spreading the customer base

Our customer base continues to evolve. In challenging times new customer groups come to the fore. We seek to emulate the success we have enjoyed in building our major customer base in the other current and emerging customer groups.

STRENGTHEN BY DIVERSIFICATION

Hydrocarbons


Minerals & Metals

Within this period of low commodity prices our customers’ primary focus is on asset optimization and productivity improvements.

The combination of the Advisian and Improve business lines - bringing technical and management consulting capability combined with real world operational improvement experience - has proven successful in the alumina industry and our strategy is to broaden this offering across the commodities including iron ore, base metals and fertilizers.

Chemicals

The market fundamentals remain strong driven by world population growth, urbanization and the increased demand for consumer products.

We currently offer solutions within the plastics & polymers, petrochemicals and inorganic chemicals segments and are targeting key markets within North America (in particular the Gulf coast), Middle East and Asia.

The Minerals & Metals strategy is to continue to build out the offering across the entire value chain.The acquisition of TWP – and the associated gain in underground mine EPCM capability - is a prime example of this.

The Chemicals weighting within our sector revenue is expected to continue to rise

Exploration & Evaluation

Mine Planning Mining & Mine Development

Materials Handling

Mineral Processing

Tailings & Waste Management

Hydrometallurgy Pyrometallurgy Transport to market

Environment & Approvals

Non-process Infrastructure

THE MINING VALUE CHAIN

Minerals & MetalsMinerals &

Metals

ChemicalsChemicals

Subdued commodity prices

Cost focus

Buoyant demand

New low cost feedstock

Further investment in our China based International Chemicals hub is a key component of our global Chemicals strategy

THE KEY FOCUS GEOGRAPHIES: US, MIDDLE EAST AND ASIA

At present the Minerals and Metals market faces headwinds due to the low commodity prices. Our strategy to counter this downturn is to broaden the revenue base via building out our offering to service the full value chain from the initial Advisory consulting assignments to the management of the eventual facility closure. The Chemicals market on the other hand remains buoyant in a time of low feedstock and energy prices. The strategy in this segment is to broaden our geographical coverage by supporting our key global customers.

SERVICING THE VALUE CHAIN

Minerals, Metals & Chemicals

Beijing


REALIZE OUR FUTURE

The Infrastructure Sector growth strategy has two primary themes, namely:• support our growth in the Resource sectors via the provision of enabling capabilities• to position within the Economic Infrastructure sectors of the future

We do this by focusing on those elements that cross over both the Resource and Economic infrastructure markets, namely; Power, Water, Ports and Rail.

Resource infrastructure

It is the enabling capabilities, such as environmental approvals management, social stakeholder engagement, geosciences, master planning and early-works logistics management that often set the overall timeline of major resource developments.

It is in this early phase that the Infrastructure Sector creates value for our resource customers in managing the technical and non-technical risks that can, if mismanaged, so drastically affect the outcome of their projects.

Economic infrastructure of the future

Our focus is on national critical infrastructure components of Power, Water, Ports and Rail. WorleyParsons has the skills required to support the implementation of the economic infrastructure of the future.

By way of example, WorleyParsons is currently working on some of the world’s largest renewable power projects, including wind farms (300MW Lake Turkana, Kenya), solar thermal towers (50MW Khi, South Africa, pictured below) and a photovoltaic plant (450MW Blythe Project, California).

Solar thermal tower project, South Africa.

ENABLING CAPABILITIES

Infrastructure

MAINTAIN SUPPORT TO RESOURCE CUSTOMERS AND CONTINUE TO SHIFT INTO THE ECONOMIC INFRASTRUCTURE OF THE FUTURE

CUSTOMER TYPE

UndifferentiatedPublic & Utility Sector

Resource Infrastructure

Resource Infrastructure

Strategic EconomicInfrastructure Strategic Economic

Infrastructure


The Group is committed to contributing to the development of local communities through local employment and corporate responsibility projects. The key drivers for success in these projects have been the Group’s overarching support and the willingness of our personnel to volunteer their time and make donations in support of their local corporate responsibility activities.

For the year ended 30 June 2015 (Reporting Period), the Group engaged in a broad range of projects across its business with a strong focus on community projects that require technically skilled volunteers. Other activities include fundraising for not-for-profit organizations, scholarships, sponsorships, training, programs to reduce the Group’s impact on the environment and programs promoting improved diversity and inclusion.

The Group has reported an increased number of activities, across more countries, involving more of our people than in previous years. While there was a solid performance of contributions by our operations and personnel, the overall value of these contributions has reduced. Volunteer hours for internal programs and community skilled volunteering programs has also reduced.

CORPORATE RESPONSIBILITY POLICY

WorleyParsons is committed to working with our customers and suppliers to achieve results that grow our company, reward our shareholders and our people and contribute to our communities. We acknowledge our responsibilities to the communities in which we operate. Our Corporate Responsibility policy outlines our commitments to: Governance, Ethics and Transparency, Our People, Human Rights, Community, Fair Operating Practices and Supply Chain, and the Environment.

Corporate ResponsibilityThe Group aims to be recognized as an industry leader in corporate responsibility and to this end has embarked on a journey of continuous improvement.

WORLEYPARSONS FOUNDATION

The WorleyParsons Foundation objectives are to:

• support the execution of high impact strategic community projects;

• become a vehicle for direct corporate investment, fundraising and volunteering;

• expand opportunities for Group personnel to be directly or indirectly involved in foundation activities; and

• raise awareness of WorleyParsons’ corporate responsibility credentials with its stakeholders.

The WorleyParsons Foundation recognizes and acknowledges the volunteering and participation in activities that help promote the key themes of education, skilled volunteering and enterprise development.

Foundation Awards were given to the individuals responsible for 38 outstanding corporate responsibility activities across 18 countries aligned to the key themes.

Four WorleyParsons Foundation projects commenced in this Reporting Period which will continue into the next Reporting Period:

• collaboration with the Red Cross for disaster recovery in the Philippines, with a pilot project commencing for large scale skilled remote volunteering;

• capability development of Robogals preparedness for global expansion, so they can scale their model to introduce careers in science and technology to schoolgirls across the world;

• project delivery of community bore well water, solar power and school buildings for families in Kelicha Pada village, India; and

• project delivery of a shelter house for preschool children for the community of Island of Queullín, Chile.

Students of Kelicha Pada (India), where WorleyParsons provided school infrastructure, solar power systems and the digging of bore wells.


CORPORATE RESPONSIBILITY CONTINUED

ACTIVITY HIGHLIGHTS

The Group undertook various corporate responsibility activities over the Reporting Period, including:

• participating directly in and reporting over 533 corporate responsibility activities across 30 countries, involving over 15,000 Group personnel;

• supporting local communities through the network of corporate responsibility champions across 78 offices as well as ongoing participation in the Group’s own programs: DeltaAfrik Foundation in Nigeria, We Care program in Canada and various corporate responsibility and local social committees;

• contributing over $442,000 towards educational programs over 40 offices;

• providing scholarships amounting to $52,829;

• group matching $547,108 of Group personnel fundraising programs in Canada, the United States, Australia, Chile and India;

• donating 328 liters of blood across 16 offices and 700 participants to local health organizations and hospitals;

• reducing the carbon footprint across a number of offices by behavioral change programs, encouraging use of public transport, flexible work options from home, recycling and FollowMe smart printing;

• engaging in bush regeneration, waste and recycling programs and trail clean-up activities across a number of countries; and

• participating in and contributing to various workshops and forums on diversity, anti-corruption, Indigenous issues, ethical supply chain, mega-trends including the United Nations Global Compact, and global road safety partnerships.

DIVERSITY AND INCLUSION HIGHLIGHTS

The Group undertook various diversity and inclusion activities over the Reporting Period, including:

• establishing and progressing six key areas of the Diversity and Inclusion Expectations;

• implementing a framework to set diversity priorities for FY2016;

• developing global standards relating to recruitment and promotion and flexible work to promote equal opportunity and diversity;

• developing training packages to support the Diversity and Inclusion Expectations and new standards;

• launching a global campaign for International Women’s Day inviting locations to schedule events, resulting in 22 events across 18 locations;

• implementing internal career ‘boot camps’ and leadership training aimed at providing women with skills, tools and networks to achieve their potential as leaders;

• collaborating with customers on events focused on gender equality and diversity;

• strengthening the Women of WorleyParsons network to over 770 members across 37 offices, via ongoing engagement and a committed steering committee which meets regularly to discuss local activities and progress; and

• providing ongoing support for Australian Indigenous community internship opportunities.

MILESTONES

During the Reporting Period, the Group reached a number of corporate responsibility milestones, including:

• expanding the WorleyParsons Foundation by supporting more projects and community partners, governed by the WorleyParsons Foundation Council;

• launching a global diversity and inclusion program with a new set of Diversity and Inclusion Expectations across the business focusing on six key areas; diverse and inclusive workplace, recruitment and promotion, closing pay gaps, accountability and engagement, flexibility and community and created a new policy to support this;

• setting gender diversity targets for the Board, executive leadership teams and employees;

• setting an environmental carbon emissions reduction target;

• establishing strategic partnerships and collaborations promoting skilled volunteering opportunities for our people;

• providing for the first time, limited assurance on 2015 non-financial performance commitments covered in this report;

• continued the Group’s corporate responsibility reporting process using the internationally recognized Global Reporting Initiative 4.0 Framework;

• fulfilled the Group’s third year obligations as a signatory to the United Nations Global Compact, a strategic policy initiative for businesses that are committed to aligning their operations and strategies with 10 universally accepted principles in the areas of human rights, labor, environment and anti-corruption; and

• continued to deliver sustainability-enhancing services to the Group’s customers through the Group’s advisory service offering.


CORPORATE RESPONSIBILITY INDICATORS

Contributions by Group personnel and Group’s business operations are measured in terms of Australian dollar contributions and volunteer time contributions.

The Group uses the United States Occupational Safety and Health Administration reporting requirements for Total Recordable Case Frequency Rate (TRCFR) and Lost Workday Case Frequency Rate (LWCFR).

The Group also measures online training hours.

The Group’s corporate responsibility indicators for the Reporting Period and the year ended 30 June 2014 were:

of the Group. The Company intends to lodge its NGER Report for the Group for the period FY2015 in October 2015.

An energy target has been set for the first time for period FY2016, at a 2.5% reduction of total carbon dioxide equivalents (tCO2-e) against base year FY2014.

Data for greenhouse gas emissions and energy consumption for the year ended 30 June 2014 and the year ended 30 June 2013, were:

INDICATORS1 2015 2014

Contributions by operations2 $2.32 million $3.09 million

Contributions by personnel members2 $1.56 million $1.75 million

Volunteer hours by personnel members (community/internal)2

16,302 hours 18,091 hours

TRCFR 0.12 0.10

LWCFR 0.01 0.03

Online training hours 33,774 hours nm3

1 Definitions and clarifications, refer:

http://www.worleyparsons.com/InvestorRelations/corporateresponsibility/Documents/

CRDefinitions.pdf

2 For corporate responsibility activities

3 Not measured

The Group completed a response for the Carbon Disclosure Project (CDP) for FY2014 which was reported in June 2015. The Group’s energy consumption and greenhouse gas emissions were recorded to assist the Group to measure and reduce its energy consumption and to reduce its greenhouse gas emissions. The data collection and analysis stimulated energy and carbon reduction measures in the global energy efficiency program in selected offices. The Company also completed a CDP response in respect of its water use for FY2014.

The Company is registered under the Australian National Greenhouse and Energy Reporting (NGER) Act 2007 as the controlling corporation for the Group as prescribed by section 12 of the NGER Act. The Company lodged its NGER Report for FY2014 in October 2014. This report contained information in relation to greenhouse gas emissions, energy production and energy consumption from the operation of facilities under the operational control of the Group. The Company intends to lodge its NGER Report for the Group for FY2015 in October 2015.

An energy target has been set for the first time for FY2016, at a 2.5% reduction of total carbon dioxide equivalents (tCO2-e) against base year FY2014.

Data for greenhouse gas emissions and energy consumption for the year ended 30 June 2014 and the year ended 30 June 2013, were:

2014 2013

INDICATORS

PER PERSONNEL

MEMBER1 TOTAL2

PER PERSONNEL

MEMBER1 TOTAL2

Greenhouse gas emissions tCO2-e 2.85 101,415 2.54 101,085

Energy consumption MWh 7.18 255,738 7.25 288,601

1 Personnel includes employees and contractors.

2 Totals include gas emissions from, and energy consumed by, the Exmouth Power Station, Australia.

For the Reporting Period, the Group’s measurable objective for increasing gender diversity was to increase the representation of women at all levels of its organization over time. The Group’s progress towards achieving that objective, along with the proportion of women employees within the Group, women in senior executive positions and women non-executive directors as at the end of the Reporting Period, is set out in the table below:

MEASURES 2015 2014 2013

Women employees1 ~24% ~25% ~25%

Women senior

executives2 ~18% ~18% ~15%

Women non-executive

directors3 ~25% ~25% ~22%

1 This includes both the Group’s employees and contractors.

2 For the 2015 and 2014 reporting periods, “senior executives” means all members of the

Group Leadership Team including the CEO and all executives reporting directly to a member

of that team. For the 2013 reporting period, “senior executives” means all members of the

Executive Committee (including the CEO) and all executives reporting directly to a member

of that committee.

3 The Company has chosen to report the percentage of women non-executive directors rather

than the percentage of women board members, because it has only one executive director, the

CEO, who is counted as a senior executive.

For future reporting periods, the Board has set the following measurable objectives for achieving gender diversity:

MEASURES OBJECTIVES

Women employees1 Increase the proportion of women employees to 30%

by 2020

Women senior

executives2

Increase the proportion of women senior executives to

25% by 2020

Women non-executive

directors

Increase the number of women non-executive directors to

three by 2020

1 This includes both the Group’s employees and contractors.

2 “Senior executives” comprise all employees at the CEO-1 CEO-2, CEO-3 and CEO-4 levels.

ASSURANCE

Independent assurance supports our commitment to transparency and accountability. To provide confidence to our stakeholders in our reporting: Ernst & Young has provided limited assurance, in accordance with the ISAE3000 standard, over selected corporate responsibility performance data in our 2015 Annual Report. You can access this assurance statement at http://www.worleyparsons.com/InvestorRelations/corporateresponsibility/Documents/FY15AssuranceStatement.pdf.


http://www.worleyparsons.com/InvestorRelations/corporateresponsibility/Documents/CRDefinitions.pdf

http://www.worleyparsons.com/InvestorRelations/corporateresponsibility/Documents/FY15AssuranceStatement.pdf

AWARDS

• In October 2014, WorleyParsons was recognized with a high commendation for ‘The Most Ambitious Company in Gender Diversity’ category at the Engineers Australia Women in Engineering Gender Diversity Awards.

• In October 2014, WorleyParsons Canada was recognized for the second consecutive year by Mediacorp Canada as one of the ‘Top 100 Employers in Canada’ for 2015. The advisory board compared WorleyParsons to other organizations which offer progressive and forward-thinking programs. The award is based on best practices in recruitment, engagement and retention.

• In November 2014, WorleyParsons United Kingdom was presented with the prestigious ‘Payroll Giving Silver Award 2014’ for fostering a culture of philanthropy and committed giving in the workplace by making Payroll Giving available to employees. The National Payroll Giving Excellence Awards showcase the best Payroll Giving schemes in the UK.

• In December 2014, WorleyParsons Chile was recognized by the Australia-Chile Chamber of Commerce as ‘Company of the Year’. The Group was recognized for its ongoing participation and support of the chamber.

• In February 2015, WorleyParsons in Western Australia proudly received the Australian Red Cross Blood Service Award for West Australia’s ‘Highest Total Corporate Blood Donations’ in 2014. The donations have saved 426 lives.

• In February 2015, WorleyParsons Calgary in Canada was honored with a prestigious ‘Spirits of Gold Award’ from the United Way of Calgary and Area. The award was based on fundraising, participation, engagement and education initiatives. WorleyParsons has supported United Way for more than 20 years and in 2014, the office giving campaign raised more than $430,000, with an overall participation rate of 51%.

• In March 2015, WorleyParsons was awarded the status of a ‘National Community Partner’ with Australian Red Cross. This collaboration is the first of its kind and demonstrates commitment to our communities and support for skilled volunteering. It also showcases our global reach of knowledge, and should position WorleyParsons as an industry leader amongst our peers in large scale ‘pro bono’ services, focusing on disaster recovery.

• In April 2015, WorleyParsons Europe received the GOLD MEDAL Award for its ‘approach to occupational safety and health’ from the Royal Society for the Prevention of Accidents (RoSPA). Receiving this award for a sixth consecutive year is testament to WorleyParsons commitment towards Health, Safety & Environment and underpins our journey towards Zero Harm.

• In May 2015, WorleyParsons was rated at the level of ‘Leading’ for the 2014 financial reporting cycle by the Australian Council of Superannuation Investors. The ‘Leading’ rating is the highest of the five categories and demonstrates to investors that the Company takes investor issues seriously and gives investors valuable information to better inform their investment decision.



COMMUNITY PARTNERSHIPS/SPONSORSHIPS

Top contributions amounting to more than $10,000 by Group business operations through company matching, financial support and sponsorships during the Reporting Period were:

• United Way and associated charities, Canada and United States

• Black Swan State Theatre Company, Australia

• Ebola Containment Trust Fund, Nigeria• Red Deer College Foundation, Canada• Project Maya, Kelicha Pada village, India• Robogals, Australia• The Mustard Seed, Canada• CareerTrackers Indigenous Internship

Program, Australia• American Heart Association, United States• Australian Red Cross, Australia• The Billion Child Foundation, South Africa• Minerals Education Trust Fund,

South Africa• Great Barrier Reef Foundation, Australia• MS Society, United States• Riverlea Primary School, South Africa• Unity for Autism, Canada• Engineers Without Borders, Australia,

Singapore and Timor-Leste • Alberta Cancer Foundation, Canada• Woods Homes, Canada• Monash University, Australia • Veterans Association of Atyrau Region,

Kazakhstan • Habitat for Humanity, Canada and

United States• Island of Queullín, Chile• Devnar Foundation for the Blind, India.

Top contributions by Group personnel members amounting to more than $5,000 through fundraising campaigns, community based and environmental projects during the Reporting Period were:


• American Cancer Society, United States• Alberta Cancer Foundation, Canada• Movember Charities, Australia• Red Cross, Global, Saudi Arabia• Multiple Sclerosis Society of

Canada, Canada• Stollery Children’s Hospital

Foundation, Canada• National Breast Cancer Foundation,

Australia• Melbourne City Mission, Australia• Woods Homes, Canada• The Calgary Drop-In & Rehab

Centre, Canada• Teleton, Chile• Give Where You Live, Australia• Prime Minister’s National Relief Fund, India• Oman Cancer Association, Oman• Beyond Blue, United Kingdom.

COMMUNITY PRO-BONO AND VOLUNTEERING

Top pro-bono and volunteering hours by our personnel to community projects and activities during the Reporting Period were:


• Oman Cancer Association, Oman• American Cancer Society, United States• Foodbanks, Australia, Canada, United

Kingdom and Spain• Engineers Without Borders, Australia,

Singapore and Timor-Leste• Red Cross Blood Service, Australia

and India• Hospital bloodbanks, Brunei, China, Oman,

Qatar and United States• Miller-Keystone Blood Center,

United States• Abu Dhabi Blood Bank,

United Arab Emirates• Inn of the Good Shepherd, Canada• The Calgary Drop-In & Rehab Centre,

Canada• Junior Achievement of Southeast Texas,

United States• Melbourne City Mission, Australia• Habitat for Humanity, United States• Project Maya, Kelicha Pada village, India• Woods Homes, Canada• MS Society, United States• Give Where You Live, Australia• Thusong Youth Centre, South Africa• Boys & Girls Clubs of Calgary, Canada.

CORPORATE RESPONSIBILITY

Developing local enterprises, South AfricaSouth Africa is in its third year of the Enterprise Development Program, which provides mentoring and support for 10 young local businesses throughout the region. WorleyParsons has provided this skills transfer on an ongoing basis through the availability of its technical experts within South Africa.

The success of the initiative has seen a combined turnover growth of the 10 businesses by 204% and the creation of over 100 permanent and temporary jobs in South Africa.

“This program is a leading example amongst our peers and customers in the construction and engineering industries. A great effort showcasing what corporate responsibility is about at WorleyParsons.” Beulah Joseph, Broad Based Black Economic Empowerment and Transformation Manager, WorleyParsons South Africa

The third year running for the Enterprise Development Program.


The WorleyParsons Foundation and the Chilean office build a preschoolWorleyParsons Chile personnel have spent over 30 years volunteering in an isolated island community of Queullín, in the south of Chile. Annual visits from the Chile leadership team and WorleyParsons volunteers organize workshops and activities with the local community. Gifts collected from the Chilean office are distributed to the community. This is an event the children look forward to every year.

Recent financial support from the Australian Embassy and the WorleyParsons Foundation has enabled construction of a Preschool that allows the youngest children to learn and to gather in a common space.

“We as an embassy are very proud to be associated with the tremendous work you and your colleagues have undertaken on the island over so many years.” Timothy Kane, the Australian Ambassador to Chile, Colombia, Ecuador and Venezuela

Construction of a preschool will allow children to learn and to gather in a common space.

The WorleyParsons Foundation and the Mumbai office provide basic needs in IndiaWorleyParsons India began Project Maya in December 2014 in the rural village of Kelicha Pada as a way to empower this disadvantaged community and help them transform the small village to a model village for sustainable growth. Following a feasibility study in the village, employees in Mumbai identified severe water shortages, inadequate access to power, and education to be top priorities where WorleyParsons could help.

Collaboration between the WorleyParsons Foundation and WorleyParsons India offices will ensure the success of this project. In addition to the $12,000 of local fundraising by WorleyParsons staff, $22,000 of WorleyParsons Foundation support will allow for construction to commence on school infrastructure, solar power systems and the digging of bore wells for water infrastructure.

“The community is poor and State funds difficult to come by. We are so excited that through the support of WorleyParsons India, the dream of a developed village will now be realized.” Sanjay Bhoye, village head man, Kelicha Pada Village

WorleyParsons India and the WorleyParsons Foundation are supporting the development of Kelicha Pada village in Maharashtra, India.

Robogals - boosting the number of girls studying science and engineeringAs part of its commitment to increasing the number of women entering the engineering profession, the WorleyParsons Foundation has pledged further financial and mentoring support to Robogals - the student led organization encouraging the study of science and engineering by high school girls.

Robogals, with its origins from the University of Melbourne, has expanded to a global network of 31 chapters across six countries over the past seven years. To date, 34,200 students have been introduced to the potential of careers in engineering and technology through the Robogals programs.

Inspiring future female engineers.

Motivating Omani women in the workplaceWorleyParsons Oman organized the first Women in the Workplace program, inspired by the response from the International Women’s Day 2015. The goal of the workshop was to empower and instill confidence in participants to design and charter their own career.

24 women employees took part in the two-day program covering topics such as: examples of successful Omani women, balancing home and work life, understanding communication differences between men and women and short and long term goal setting.

“This course has built my confidence and showed me a way to develop my talent. I became more self-motivated and empowered in order to keep on with building my career and achieve my extreme goals.” Participant in the program.

Sabria Al-Balushi and Julia Calleja motivating women in the WorleyParsons Oman office.



WorleyParsons Russia ignites spirits through Paramusic FestivalThe Paramusic Festival for Physically Challenged Children is an event described by its organizers as ‘the triumph of talent and spirit of young artists, who have been able to cope well with themselves and their situation’.

The festival took place over two full days in December 2014, with support from five WorleyParsons staff from the Moscow office. In the months leading up to the event, staff volunteered their time to assist with the preparation of the remarkable festival. The WorleyParsons Moscow office also contributed financially towards the preparation of the event.

“WorleyParsons employees found it a privilege to create a once in a lifetime experience for these special artists.” Ekaterina Nadezhdinskaya, WorleyParsons Russia employee WorleyParsons Russia organized and funded the Paramusic Festival for Physically Challenged Children.

The right to sight campaign, South AfricaThis initiative has been running for many years and has changed the lives of underprivileged children throughout South Africa. Our most recent location was the Riverlea Primary School in Johannesburg where 1,200 students and staff had their eyes tested, 308 of whom needed spectacles.

These were funded by WorleyParsons and donated to the recipients free of charge. This life changing initiative goes a long way towards removing the barriers to learning and reducing the high South African pedestrian fatality rate.

“This is one of the many ways in which WorleyParsons demonstrates its commitment to safety and uplifting communities in which we work.” Beulah Joseph, Broad Based Black Economic Empowerment and Transformation Manager, WorleyParsons South Africa

Uplifting communities through sight.

Walking for cancer with WorleyParsons OmanEvery year, the Oman Cancer Association organizes the Cancer Walkathon to boost awareness of their initiatives and to change lives. This year was the 10th annual Walkathon, and the third year that WorleyParsons Oman has actively participated. With the overwhelming support of management, staff walked to the motto of “Together let’s exemplify the WorleyParsons values and walk for the cure”.

In October 2014, over a hundred WorleyParsons Oman employees and their families, including the Managing Director Michael Dunn, participated in the Walkathon and donated over $5,000 to the Oman Cancer Association. In recognition and appreciation of their support, WorleyParsons Oman was presented with an award by the WorleyParsons Foundation.

“Each step all of us take is a step closer to a cure for all those with cancer.” Dr C Radhakhrisnan, Corporate Responsibility Lead, WorleyParsons Oman

Walkathon for the Oman Cancer Association.

Building by women for women, CanadaThe women of WorleyParsons were invited to participate in the first Habitat Sarnia Lambton Women Build. A home built by women for women! This particular house will be home to two Down syndrome adult clients of Lambton County Developmental Services.

Women Build is about empowering women to discover for themselves that they have what it takes to build a Habitat home. Over 234 hours, 16 enthusiastic WorleyParsons women, undertook the task of installing siding on the home. The team had to fundraise $3,750 in order to participate in this build.

“The most rewarding moment of volunteering for the Habitat for Humanity Women’s Build was realising that I physically helped make a house a home.” Lesley Pike, HSE Coordinator, WorleyParsons Canada

Women Build is about empowering women.



OPERATING AND FINANCIAL REVIEW

WorleyParsons is a professional services provider to the resources, energy and industrial sectors. During the year ended 30 June 2015 (FY2015), we reported along three business lines of Services, Major Projects and Improve and three customer sectors, each of which focused on customers involved in the following activities:

• Hydrocarbons – the extraction and processing of oil and gas;• Minerals, Metals & Chemicals – the extraction and processing of

mineral resources and the manufacture of chemicals; and• Infrastructure – projects related to water, the environment, transport,

ports and site remediation and decommissioning; and all forms of power generation, transmission and distribution.

We also have a Development Group responsible for managing investment for the Group including nurturing innovation and new business ventures, and better management of internal investments and improvements within the business lines. Advisian, currently reported within the Development Group, will be a standalone business line in FY2016 incorporating transferred consulting personnel and their associated projects and the INTECSEA business from the Services business line.

Our customers include multi-national oil and gas, resources and chemicals companies as well as more regionally and locally focused companies, national oil companies and government owned utilities operating in the customer sectors described above.

The diversity of our business in terms of geography, industry and service offering is a fundamental strength. We operate in 46 countries, with no country representing more than 30% of aggregated revenue.

1.2 Business model

Our business is based on our people providing key services to our customers from within our business lines. We strive to empower our people to support our customers to be successful. We support our people with our business procedures and systems and generate earnings by charging their time spent performing professional services, to our customers.

Aggregated revenue and profit: Our sources of revenue and profit are diversified and revenue and profit are generated from a large number of customers. As a result, we are not dependent on any one of our customers for a significant portion of our revenue or profit. Aggregated revenue excludes revenue that has nil margin (this typically relates to procurement revenue where WorleyParsons undertakes procurement on our customers’ behalf with no exposure to financing costs or warranty obligations). We believe the disclosure of revenue attributable to associates provides additional information in relation to the financial performance of the Group and include this revenue within aggregated revenue.

Costs: Our two largest costs are: staff costs; and administration costs, which includes office lease costs. We also have a significant amount of pass through costs that are reimbursed by our customers.

Assets and liabilities: The significant items on our balance sheet are mainly project related, such as trade receivables, unbilled receivables, provisions and borrowings. We also hold a number of intangible assets generated through previous acquisitions. Our business is not capital intensive. Our contract terms typically require our customers to pay us within 30 days of date of invoice, while, in a number of our locations, we must pay expenses (e.g. staff salaries) at shorter intervals. This time differential makes up the majority of our working capital requirements.

1.3 Review of operations

The statutory result for FY2015 was a loss of $54.9 million, including the recognition of a non-cash impairment of goodwill of $198.6 million (approximately 10% of total goodwill). Underlying net profit after tax (NPAT)1 was $198.6 million for the 12 months to 30 June 2015, down 24.6% on the previous corresponding period.

Aggregated revenue has only modestly declined by 1.8%, against a backdrop of significant declines in market activity. Sustained low commodity prices and the fall in oil prices have resulted in our customers reducing capital and operating expenditure.

We achieved increases in aggregated revenue in a number of our markets that partially offset the declines in our Improve business in Canada and our Services business in North America and Australia, demonstrating the benefits of our geographic diversity and the breadth of our service offerings.

We have been taking action since 2013 to reshape the business to align it with market activity. These actions in Financial Year 2015 resulted in redundancy and onerous lease charges being recognized. When combined with increased competition and concessions negotiated with customers, this has led to a reduction in our margin.

The further deterioration in our markets since May has resulted in us taking further action beyond those previously announced, the cost impact of which has been recorded in the Financial Year 2015 earnings. We now employ 31,400 people operating out of 148 offices across 46 countries, compared with 35,600 people across 157 offices at 30 June 2014.

We have secured 105 significant awards this year compared with 90 in Financial Year 2014, including a recent significant long term contract with a confidential customer in the power industry in North America.

Our financial position remains sound with the Company’s gearing ratio at 30 June 2015 of 28.0%, near the middle of the target range of 25% to 35%.

The FY2014 segment result and segment margins shown in sections 1.3.1 and 1.3.2 have been restated to reflect the organization of the Group and changed reporting effective 1 July 2014.

The reconciliation of the underlying earnings before interest and tax (EBIT) and NPAT results to the EBIT and NPAT attributable to members of WorleyParsons Limited is shown in the following table.

Operating and Financial Review1. Operations

1.1 Overview

1 The Directors consider underlying profit information is important to understand the sustainable peformance of the Company by excluding significant non-recurring items.


FY2015 $’M

FY2014 $’M Comments Movement

1. Aggregated revenue

7,227.5 7,363.7 We define aggregated revenue as:

• our revenue and income calculated in accordance with relevant accounting standards;

• plus our share of revenue earned by our associates; and

• less procurement at nil margin, and interest income.

Our aggregated revenue decreased by 1.8% in FY2015 when compared with that for FY2014, due to the decline in market activity in APAC (Australia, Pacific, Asia, China) and North America regions which was partially offset by foreign exchange benefits and growth in our other markets.

2. EBIT 87.1 428.2 EBIT means earnings before interest and tax.

Our EBIT decreased by 80% in FY2015 when compared with that for FY2014, due primarily to the impact of the impairment charge, redundancy and onerous lease charges recognized in the second half and customer concessions.

3. NPAT (54.9) 249.1 NPAT means net profit after tax. Our NPAT decreased by 122% in FY2015 when compared with that for FY2014, due primarily to the impact of the impairment charge, redundancy and onerous lease charges recognized in the second half and customer concessions.

THERE ARE THREE MEASURES THAT ARE KEY TO UNDERSTANDING OUR RESULTS:

1. Aggregated revenue;2. EBIT (earnings before interest and tax)3. NPAT (net profit after tax) attributable to shareholders

FY2015 ($’M)

FY2014 ($’M)

EBIT 87.1 428.2

Add: impairment of goodwill 198.6 –

Add: Arkutun-Dagi settlement 70.0 –

Add: restructuring costs – 35.4

Less: net gain on revaluation of investments previously accounted for as associates – (11.4)

Underlying EBIT 355.7 452.2

NPAT attributable to members of WorleyParsons Limited

(54.9)

249.1

Add: impairment of goodwill 198.6 –

Add: Arkutun-Dagi settlement, post tax 49.0

Add: tax arising on reorganization of business in China 5.9

Add: restructuring costs, post tax – 25.7

Less: net gain on revaluation of investments previously accounted for as associates – (11.4)

Underlying NPAT 198.6 263.4


1.3.1 Business line performance

Services

The Services business line delivers projects of all sizes across the full asset life cycle. It leverages our intimate understanding of our local markets and customers’ expectations, combined with the best technical capability locally and globally.

The Services business line reported aggregated revenue of $5,501 million and segment result2 of $439 million (FY2014: aggregated revenue of $5,618 million and segment result of $547 million). The segment margin declined to 8.0% from 9.7%.

Declines in earnings were experienced across all sectors. Declines in activity across our APAC and North American regions exceeded the improved performance in our other regions. WorleyParsonsCord delivered improved performance when compared with FY2014.

Aggregated revenueContribution to Group aggregated revenue Segment result

Segment margin

$’M Variance % % $’M Variance % %

FY2015 5,501.4 (2) 76 438.7 (20) 8.0

FY2014 (restated) 5,618.2 76 547.4 9.7

Major Projects

The Major Project business line was established to better manage the risks associated with major projects and provides our customers with specialization in the delivery of large complex projects.

The Major Projects business line reported aggregated revenue of $923 million and segment result of $46 million (FY2014: aggregated revenue of $863 million and segment result of $68 million). The segment margin declined to 5.0% from 7.8%.

Revenue increased due to the rise in low margin reimbursable expenses as several projects approached completion or transitioned to the field. Segment margin declined due to project cancellations and the effect of revenue mix as the proportion of low margin reimbursable expenses increased relative to higher margin engineering services.


Segment margin


FY2015 922.7 7 13 46.3 (31) 5.0

FY2014 (restated) 862.9 12 67.5 7.8

Improve

The Improve business line was established to manage the risks associated with our major Improve contracts and provides our customers with global best practice solutions to optimize the performance of their operating assets.

The Improve business line reported aggregated revenue of $649 million and segment result of $37 million (FY2014: aggregated revenue of $786 million and segment result of $48 million). The segment margin declined to 5.7% from 6.1%.

The decline in revenue in Improve was primarily due to cuts to sustaining capital expenditure of oil sands customers. Segment margins declined as a result of the lower project activity and the impact of concessions negotiated with customers.


Segment margin


FY2015 649.0 (17) 9 37.0 (23) 5.7

FY2014 (restated) 785.6 11 48.1 6.1

Development

The Development business line reported aggregated revenue of $154 million and segment result of $14.1 million (FY2014: aggregated revenue of $97 million and segment result of $1.4 million).

The business line result included eight months contribution from the acquisition of MTG Limited. MTG Limited is a US based management consulting firm in the oil and gas, petrochemicals and chemicals industries with operations in North America, the United Kingdom and Australia.


Segment margin


FY2015 154.4 59 2 14.1 907 9.1

FY2014 (restated) 97.0 1 1.4 1.4

2 Segment result is segment revenue less segment expenses excluding the items listed in Note 3 (G) to the financial statements on page 78.

OPERATING AND FINANCIAL REVIEW CONTINUED


1.3.2 Sector performance

Hydrocarbons

The Hydrocarbons sector reported aggregated revenue of $5,332 million, and segment result of $475 million, with a margin of 8.9% (FY2014: aggregated revenue $5,372 million, segment result $517 million, margin 9.6%). Hydrocarbons’ contribution to the Group’s aggregated revenue was 74%, essentially the same as last year.

This represents a strong outcome against a backdrop of lower market activity, competitive pressures, concessions negotiated with customers and the absorption of $44.6 million in redundancy and onerous lease charges.

The increased contribution from the Major Projects business line and the Development Group (due primarily to the recent acquisition of MTG), partially offset the declines from the Services and Improve business lines.

The decline in Hydrocarbons earnings within the Services business line was primarily due to the APAC and North America regions. The APAC impact was due to the decline in LNG project activity in Australia as the various developments entered the latter stages of construction. In North America, the volume of new project opportunities has decreased with the sharp falls in oil price.

The Improve business line Hydrocarbon sector performance was impacted by customers in North America cutting back on sustaining capital expenditure.

Aggregated revenue

Contribution to Group aggregated

revenue Segment resultSegment margin


FY2015 5,332.1 (1) 74 475.1 (8) 8.9

FY2014 (restated) 5,371.5 73 517.2 9.6

Minerals, Metals & Chemicals

The Minerals, Metals & Chemicals sector reported aggregated revenue of $904 million and segment result of $44 million with a margin of 4.9% (FY2014: aggregated revenue $1,066 million, segment result $108 million, margin 10.1%). Minerals, Metals & Chemicals contributed 12% to the Group’s aggregated revenue.

The Minerals & Metals contribution came under pressure within the Services business line, as project activity in this market segment continued to decline in line with the sustained lower commodity prices. This is in contrast to the growing contribution made by our Chemicals division with increased opportunities in North America, Middle East and Asia.

Within the Major Projects business line the decline in the contribution from this sector was primarily due to the completion of the Fairway project and the cancellation of the Kami Iron Ore project.

Aggregated revenue




FY2015 903.7 (15) 12 44.1 (59) 4.9%

FY2014 (restated) 1,065.9 14 108.0 10.1%

Infrastructure

The Infrastructure sector reported aggregated revenue of $992 million and segment result of $17 million with a margin of 1.7% (FY2014: aggregated revenue $926 million, segment result $39 million, margin 4.2%). Infrastructure’s contribution to the Group’s aggregated revenue was 14%.

Infrastructure revenue increased in the second half which combined with cost reduction initiatives undertaken improved the second half margin to 3.2% from the first half breakeven result.

Aggregated revenue




FY2015 991.7 7 14 16.9 (57) 1.7

FY2014 (restated) 926.3 13 39.2 4.2

1.4 Significant changes in operations

On 24 October 2014, the Group acquired 100% of the voting shares of MTG Limited (MTG) and its controlled entities. MTG is a US based management consulting firm in the oil and gas, petrochemicals and chemicals industries with operations in North America, the United Kingdom and Australia. The acquisition was made as a building block in the growth of Advisian, the Group’s advisory business. The Financial Report for FY2015 includes the results of MTG for the eight month period from the acquisition date. On 2 December 2014 the Group acquired 100% of the voting rights of Hadron Holdings Inc and its controlled entities comprising the Atlantic Nuclear business (ANI) which provides services to the Canadian nuclear industry and internationally where CANDU nuclear technology is used.


2. Financial Position and Cash Flow

2.1 Matters relevant to understanding WorleyParsons’ financial position

Our financial capacity remains strong given our cash, gearing and debt positions.

FY2015 $’M

FY2014 $’M Comments Movement

1. Operating cash flow

251.3 550.1 Our operating cash flow comprises the payments we receive from our customers less the amount we pay our suppliers plus related interest and tax paid. In our financial statements, operating cash flow is called net cash inflow from operating activities.

Our operating cash flow for FY2015 represents a high cash conversion rate of 127% of underlying NPAT.

2. Gearing ratio 28.0% 18.7% Our gearing ratio is our net debt divided by the sum of our net debt and our total equity, at the end of the financial year. Refer to Note 12 to the Financial Statements for the calculation of gearing ratio.

Our gearing ratio increased by 9 percentage points in FY2015 when compared to FY2014, due to the impact of the impairment charge on equity, foreign exchange impacts and the additional funding required for acquisitions and working capital requirements.

This ratio is at the middle of our gearing target of 25% to 35%.

3. Debt facility utilization

59% 50% Our debt facility utilization is the percentage of our debt facilities that we were using at the end of the financial year.

Our debt facility utilization increased by 9 percentage points in FY2015 when compared to FY2014, due to additional funding requirements for acquisitions and working capital.

4. Loan and overdraft facilities

2,087 1,783 Our loan and overdraft facilities are the amount of our debt facilities at the end of the financial year.

The amount of our loan and overdraft facilities increased during FY2015, due to foreign exchange impacts.

2.2 Dividends

Our directors have resolved to pay a final dividend of 22.0 cents per fully paid ordinary share unfranked. As a result, 69.7% of our full year underlying NPAT for FY2015 will be distributed to shareholders as a dividend.

2.3 Significant changes in WorleyParsons’ financial position

An assessment of asset carrying values was conducted as part of the normal process of finalizing the accounts.

As a result of this assessment, an impairment of goodwill of $198.6 million was recognized in the FY2015 accounts.

Significant changes in WorleyParsons’ financial position during FY2015 also includes the sale of Exmouth Power Station that had previously been recorded as assets and liabilities held for sale. A net gain on sale was recognized and is included in other income.

2.4 Future commitments

There are two types of future commitments which do not appear on our balance sheet and are relevant to understanding our financial position:

• operating leases• operating expenditure commitments.

These future commitments represent approximately 9.1% of our expenses.

In general, we lease the various office buildings from which we operate, rather than owning those buildings. Operating leases refers to those leases.

In addition, we are generally licensed to use software and also lease various items of computer hardware that we use in operating our business, rather than owning the software or computer hardware ourselves. We refer to our commitments to pay software license and equipment lease fees as operating expenditure commitments.



3.1 Business strategy

We develop our business strategy using an iterative process at each of the key levels of our business such that we have:

• a Group strategy• sector strategies• business plans to guide the implementation of our sector

strategies at a business line level.

Our Group strategy describes markets in which we intend to invest to create sustainable competitive advantage (leading to greater market share and/or higher margins) and deliver on our corporate vision. Our sector level strategies are a detailed view of these markets and are typically broken down by Hydrocarbons, Minerals, Metals & Chemicals and Infrastructure sectors and their corresponding major sub sectors (e.g. LNG, iron ore). At the business line level, we translate our sector strategies into business plans to deliver on the intent of the sector strategies as applicable to each business line. Our business plans map specific near and medium term opportunities or portfolios of opportunities to the strategic themes, to provide clear and tangible targets for the individual business leaders to pursue, win and execute. Overall, our key markets continue to present challenges, including increasing competition and customers delaying committing to new developments. We believe we have taken appropriate steps during FY2015 to realign and position the Group to address these challenging market conditions.

Strategically, our immediate focus is on five strategic themes which are:

• to build a world class consulting business and dominate the early project phases

• to be the global project management consultant or “PMC” provider of choice

• to build a leading major Improve business• to be the smartest most agile local service provider• to be the company that leapfrogs the competition in the use

of our global delivery center and applies digital technology to revolutionize the delivery of our services.

Further details on the five strategic themes can be found on pages 16 to 25 of this Annual Report.

3.2 Outlook

The recent fall in oil price has caused Hydrocarbons customers to maintain a cautious position with regard to investment plans in the near term. The Company anticipates the benefits of the restructuring actions already taken, and its continuing program of overhead reductions, will temper the effect of this on earnings.

Conditions in the Minerals and Metals sector remain depressed, with customers constraining capital expenditure on new developments, whilst focusing on operational improvements within existing mines and processing facilities. However, given the long term market remains underpinned by growth in the emerging economies and the associated trend of urbanisation, we remain confident in the medium to long term prospects for this sector.

The short to medium term investment plans of customers in the Chemicals sector remain sound. Outside the US, volatility in oil and gas prices will continue to defer investment decisions within the petrochemicals segment as feedstock supply and price implications are evaluated by our customers.

Trading conditions are expected to remain difficult in the resource Infrastructure market as both the Hydrocarbons and Minerals & Metals sectors re-evaluate new project viability in an era of low

commodity prices. This decline in market activity will be partially offset as opportunities are secured in the non-resource or economic Infrastructure sector within the chosen markets of power generation, ports, passenger rail and water.

Aggregated revenue has proven to be resilient through the Company’s strategy of sector and geographic diversification and its broad range of services. The Company remains focused on continuing to improve the delivery of services to its customers, taking costs out of the business and improving returns to shareholders as it adjusts the business for the subdued market activity expected in Financial Year 2016.

The Company will continue to balance the long term sustainability of the business with the need to align the business to market conditions in the short term as it deploys the recently announced strategy. WorleyParsons is well positioned to deliver its strategy through Financial Year 2016 and beyond so it can realize its future.

3.3 Risks

Achievement of our medium and long term prospects could be impacted by a number of risks. Those risks could, individually or together, have an adverse effect on achievement of those prospects.

Set out below is an overview of a number of key risks that we face in seeking to achieve those prospects. The risks are not set out in any particular order and do not comprise every risk we encounter in conducting our business or every risk that may affect the achievement of those prospects. Rather, they are the most significant risks that we believe we should be monitoring and seeking to mitigate or otherwise manage at this point in time.

The mitigating steps set out below are a sample of the steps we take to seek to mitigate the various risks. However, the risk exists that we may fail to implement or fully implement those steps or that they may be entirely or partly ineffective.

3.3.1 Health and safety risk

Our business sometimes requires our people and those people we manage to be in high risk geographies, travel long distances by road, be in close proximity to complex operating equipment and be engaged in construction and operating activities.

There is the risk of injury to, or the loss of life of, our people and those people we manage.

To seek to mitigate this risk, we have a OneWay™ framework which includes the expectations that every one of our people and those people we manage must meet with respect to health and safety. OneWay™ expectations are supported by our business processes and we use them in assessing our performance.

3.3.2 Reputation risk

We rely on the strength of our reputation to help win and retain work, attract and retain employees, secure lines of credit and gain access to capital.

There is a risk that our reputation could be damaged including through unethical business practices, poor project outcomes, health and safety incidents and not meeting the market’s expectations of our financial performance.

We use a range of strategies and actions to seek to mitigate this risk including requiring all of our people to undertake various training including on the Code of Conduct. In addition, other mitigating steps, particularly those referred to in health and safety risk, project delivery risk, and internal reporting risk, are relevant to seeking to preserve our reputation.

3. Business Strategy, Outlook and Risks


3.3.3 Operating risks

Contract management risk: Effective contract management seeks to ensure, among other things, appropriate project and customer selection and the effective management of customer expectations.

There is a risk that we will fail to manage our contracts appropriately and, as a result, find ourselves in disputes with our customers regarding matters including payment of our fees and liability for costs and delays. Those disputes may be costly, result in liability and absorb significant amounts of management time.

We seek to mitigate this risk by implementing project delivery processes and procedures, providing training and development to our project staff and appropriate involvement of our legal staff in the contract process.

Demand risk: The markets for our services are exposed to volatile and cyclical commodity prices. Those prices impact demand for our customers’ goods and services and, in particular, our customers’ preparedness to fund capital and operational expenditure. This may markedly impact demand for our services such that, over relatively short periods, we experience rapid and/or sustained changes in that demand.

Responding to such changes may lead to reduced revenue and increased costs. Our overheads may also need to change such that they are efficient relative to our revenue and business size.

We have a number of strategies and processes in place to seek to mitigate this risk including maintaining our diversified business portfolio, retaining a proportion of our people on short notice contracts, seeking contractual protection for project demobilization, sharing work across locations and undertaking ongoing overhead efficiency reviews and rationalizing overhead where necessary.

Project delivery risk: Our ability to achieve superior shareholder returns is substantially influenced by our ability to deliver significant and/or strategically important projects to our customers’ satisfaction.

Project delivery risk is the risk that we fail to do so. The consequences may include fewer awards of significant projects.

To seek to mitigate this risk, we use regularly reviewed project delivery systems and processes and project peer reviews. We have established the WorleyParsons Academy to further enhance the capability of our people in project management and project delivery.

3.3.4 Financial risks

Working capital and cash risk: Our ability to maintain an appropriate level of working capital, particularly through timely conversion of unbilled contract revenue to cash, impacts returns to shareholders.

There is a risk that given current market conditions, our customers delay paying us or are unwilling or unable to do so.

We seek to mitigate this risk by focusing on more efficient billing cycles, and closely monitoring both cash collection targets and measures of debtor conversion.

Internal reporting risk: We operate a complex business which provides a wide range of services in a dynamic environment, while straddling multiple jurisdictions and regulatory frameworks.

There is a risk that our internal reporting systems may not accurately reflect our business performance or prospects and may therefore result in us not meeting forecasts provided to the market, thereby adversely affecting investor confidence and the Company’s share price.

We seek to mitigate this risk by reviewing and enhancing those systems and seeking to adapt them to our dynamic business environment.

3.3.5 Strategic risks

Strategy risk: We operate in a highly competitive and dynamic environment. As a result, our ability to develop and implement effective strategies will be a significant ongoing contributor to our success.

Strategy risk is the risk of failing to develop and implement effective strategies. Such failure may, over time, lead to a loss of market share, and negatively impact our financial performance.

To seek to mitigate this risk, we have an annual strategy development process utilizing both internally and externally supplied market data and business knowledge.

The strategy involves five strategic themes executed as projects and described in section 3.1 of this Operating and Financial Review.

3.4 Unreasonable prejudice

We have omitted information regarding: (1) our internal budgets and internal forecasts; and (2) details of our business strategy, on the basis that if we had included that information, doing so would have been likely to result in unreasonable prejudice to us.

3.5 Forward looking statements

This report contains forward looking statements, including statements of current intention, opinion and expectation regarding the Company’s present and future operations, possible future events and future financial prospects. While these statements reflect expectations at the date of this report, they are, by their nature, not certain and are susceptible to change. WorleyParsons makes no representation, assurance or guarantee as to the accuracy of or likelihood of fulfilling any such forward looking statements (whether express or implied), and except as required by applicable law or the Australian Securities Exchange Listing Rules, disclaims any obligation or undertaking to publicly update such forward looking statements.


FINANCIAL REPORTFor the financial year ended 30 June 2015

Directors’ Report 46

Statement of Financial Performance 67

Statement of Comprehensive Income 68

Statement of Financial Position 69

Statement of Changes in Equity 70

Statement of Cash Flows 72

Notes to the Financial Statements 73

Directors’ Declaration 112

Independent Auditor’s Report to the Members of WorleyParsons Limited 113

Shareholder Information 115

Glossary 116

Corporate Information 117

NOTES TO THE FINANCIAL STATEMENTSThe notes include information which is required to understand the financial statements and is material and relevant to the operations, financial position and performance of the Group. Information is considered material and relevant if, for example:• the amount in question is significant because of its size or nature; or • it is important for understanding the results of the Group.The notes are organized into the following sections:1. Corporate Information 732. Summary of Significant Accounting Policies 73

Key NumbersProvide a breakdown of individual line items in the financial statements that the directors consider the most relevant and summarizes the accounting policies relevant to understanding these line items.3. Segment Information 754. Revenue and Other Income 785. Expenses and Losses/(Gains) 796. Income Tax 807. Cash and Cash Equivalents 828. Trade and Other Receivables 839. Trade and Other Payables 8310. Intangible Assets 8411. Provisions 86

CapitalProvide information about the capital management practices of the Group and shareholder returns for the year.12. Capital Management 8813. Interest Bearing Loans and Borrowings 8914. Issued Capital 9015. Reserves 9216. (Loss)/Earnings Per Share 9217. Dividends 93

RiskDisclose the Group’s exposure to various financial risks, the potential impact on the Group’s financial position and performance and the Group’s management of these risks.18. Financial Risk Management 9319. Fair Values 99

StructureDefine the different aspects of the Group structure.20. Investments in Controlled Entities 10021. Equity Accounted Investments 10122. Interests in Joint Operations 10323. Assets and Liabilities Held for Sale 104

Unrecognized ItemsProvide information about items that are not recognized in the financial statements but could potentially have a significant impact on the Group’s financial position and performance.24. Commitments for Expenditure 10425. Contingent Liabilities 10526. Subsequent Events 105

OtherNotes required by Australian Accounting Standards and/or other regulatory pronouncements.27. Procurement 10528. Property, Plant and Equipment 10629. Deferred Tax 10730. Related Parties 10831. Remuneration of Auditors 10932. Key Management Personnel 10933. Parent Entity Disclosures 110



DIRECTORS’ REPORTThe directors present their report on the consolidated entity consisting of WorleyParsons Limited (Company) and the entities it controlled (Group or consolidated entity) at the end of, or during, the year ended 30 June 2015.

PRINCIPAL ACTIVITIESDuring the financial year, the principal activities of the Group consisted of providing engineering design and project delivery services, including providing maintenance, reliability support services and advisory services to the following sectors:• Hydrocarbons;• Minerals,Metals&Chemicals;and• Infrastructure.

DIRECTORSThe following persons were directors of the Company during the financial year or were appointed as a director since the end of the financial year. All were directors for the full financial year, except for Mr Jagjeet Bindra who was appointed as a director of the Company with effect from 1 July 2015. All remain directors at the date of this report.John Grill (Chairman)Ron McNeilly (Deputy Chairman and Lead Independent Director)Larry BenkeJagjeet BindraErich FraunschielJohn M GreenChristopher HaynesCatherine LivingstoneWang Xiao BinAndrew Wood (Chief Executive Officer)

DIRECTORS’ NUMBER OF SHARES AND PERFORMANCE RIGHTSAs at the date of this report, the relevant interests of the directors in the shares and performance rights of the Company were: NUMBER OF NUMBER OF PERFORMANCE DIRECTORS SHARES RIGHTS

John Grill 25,372,173 17,811

Ron McNeilly 418,984 –

Larry Benke 1,133,383 –

Jagjeet Bindra 19,000 –

Erich Fraunschiel 198,755 –

John M Green 891,869 –

Christopher Haynes 11,945 –

Catherine Livingstone 13,000 –

Wang Xiao Bin 11,000 –

Andrew Wood 849,065 211,226

Further details in relation to the rights issued by the Company are set out in the Remuneration Report and notes 14(C) and 32 to the financial statements.

DIRECTORS’ MEETINGSThe number of Board and standing Board Committee meetings held during the financial year and the number of meetings attended by each of the Company’s directors is set out below: AUDIT AND RISK NOMINATIONS REMUNERATION HEALTH, SAFETY AND BOARD COMMITTEE COMMITTEE COMMITTEE ENVIRONMENT COMMITTEE

MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS HELD WHILE NUMBER HELD WHILE NUMBER HELD WHILE NUMBER HELD WHILE NUMBER HELD WHILE NUMBER DIRECTORS A DIRECTOR ATTENDED A MEMBER ATTENDED A MEMBER ATTENDED A MEMBER ATTENDED A MEMBER ATTENDED

John Grill 9 9 6 6 6 6 6 6

Ron McNeilly 9 9 6 6 6 6 6 6 6 6

Larry Benke 9 9 6 6 6 6 6 6

Erich Fraunschiel 9 9 6 6 6 6

John M Green 9 9 6 6 6 6

Christopher Haynes 9 9 6 6 6 6

Catherine Livingstone 9 9 6 6 6 6

Wang Xiao Bin 9 8 6 5 6 5

Andrew Wood 9 9

In addition to those meetings, three special purpose Board Committee meetings were held during the financial year. The Board also met informally during the financial year by way of a Board briefing on nine occasions.All non‑executive directors who are not members of the standing Board Committees are invited to, and generally attend, the standing Board Committee meetings.The independent non‑executive directors met separately on six occasions, during the financial year.


DIVIDENDS – WORLEYPARSONS LIMITEDDetails of dividends paid in respect of the current financial year and previous financial year are as follows: 2015 2014 $’M $’M

Interim ordinary dividend for 2015 of 34.0 cents per ordinary share paid on 2 April 2015 (2.7 cents franked) 84.1 –

Final ordinary dividend for 2014 of 51.0 cents per ordinary share paid on 30 September 2014 (10.5 cents franked) 125.7 –

Interim ordinary dividend for 2014 of 34.0 cents per ordinary share paid on 31 March 2014 (8.5 cents franked) – 83.9

Final ordinary dividend for 2013 of 51.0 cents per ordinary share paid on 20 September 2013 (51.0 cents unfranked) – 125.7

Total dividends paid 209.8 209.6

Since the end of the financial year, the directors have resolved to pay a dividend of 22.0 cents per fully paid ordinary share, including exchangeable shares, unfranked (2014: 51.0 cents per share, partially franked at 20.5%). In accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets, the aggregate amount of the proposed final dividend of $54.4 million is not recognized as a liability as at 30 June 2015.

REVIEW OF OPERATIONSA detailed review of the Group’s operations for the financial year and the results of those operations is contained in the Operating and Financial Review, which is incorporated into, and forms part of, this Directors’ Report. A summary of the consolidated revenue and results in respect of the current financial year and previous financial year are as follows: CONSOLIDATED

2015 2014 $’M $’M

Revenue and other income 8,757.5 9,582.5

Depreciation (24.6) (27.1)Amortization (85.4) (82.4)Impairment of goodwill (198.6) –Earnings before interest and tax (EBIT) 87.1 428.2Net interest expense (55.4) (59.6)

Profit before income tax expense 31.7 368.6Income tax expense (70.7) (100.0)

Statutory (loss)/profit after income tax expense (39.0) 268.6

Non‑controlling interests 15.9 19.5

Statutory (loss)/profit after income tax expense attributable to:Members of WorleyParsons Limited (54.9) 249.1

Add: impairment of goodwill 198.6 –Add: Arkutun‑Dagi project settlement costs 70.0 –Less: tax on Arkutun‑Dagi project settlement costs (21.0) –Add: tax arising on reorganization of business in China 5.9 –Add: restructuring costs – 35.4Less: tax on restructuring costs – (9.7)Less: net gain on revaluation of investments previously accounted for as equity accounted associates – (11.4)

Underlying profit after income tax expense attributable to members of WorleyParsons Limited1 198.6 263.4

1 The directors consider underlying profit information is important to understand the sustainable performance of the Company by excluding significant non‑recurring items.

CONSOLIDATED

2015 2014 $’M $’M

Revenue and other income 8,757.5 9,582.5

Less: procurement revenue at nil margin (including share of revenue from associates) (2,038.0) (2,726.1)

Add: share of revenue from associates 514.6 524.0

Less: net gain on revaluation of investments previously accounted for as equity accounted associates – (11.4)

Less: interest income (6.6) (5.3)

Aggregated revenue2 7,227.5 7,363.7

2 Aggregated revenue is defined as statutory revenue and other income plus share of revenue from associates less procurement revenue at nil margin, interest income and net gain on revaluation of investments previously accounted for as equity accounted associates. The directors of the Company believe the disclosure of revenue attributable to associates provides additional information in relation to the financial performance of the Group.

AGGREGATED REVENUE EBIT EBIT MARGIN

2015 2014 2015 2014 2015 2014 $’M $’M $’M $’M % %

Services 5,501.4 5,618.2 438.7 547.4 8.0 9.7

Major Projects 922.7 862.9 46.3 67.5 5.0 7.8

Improve 649.0 785.6 37.0 48.1 5.7 6.1

Development 154.4 97.0 14.1 1.4 9.1 1.4

7,227.5 7,363.7 536.1 664.4 7.4 9.0

Global support costs3 (151.9) (181.3)

Interest and tax for associates (6.7) (9.2)

Amortization of acquired intangible assets (21.8) (21.7)

Underlying EBIT1 355.7 452.2 4.9 6.1

3 Excluding global support‑related restructuring costs (refer note 3 to the financial statements).

Aggregated revenue was $7,227.5 million, a decrease of 1.8% on the prior financial year. Underlying EBIT of $355.7 million, was down 21.3% from the prior financial year result of $452.2 million.The underlying EBIT margin on aggregated revenue for the Group, decreased to 4.9% compared with 6.1% in 2014. After tax, the members of WorleyParsons Limited earned an underlying net margin, on aggregated revenue of 2.7%, compared to the 2014 net margin of 3.6%.The underlying effective tax rate 28.6% compared with 28.0% in 2014.The Group retains a strong cash position $381.9 million (2014: $365.8 million) with gearing (net debt/net debt plus total equity) at financial year end of 28.0% (2014: 18.7%). Earnings before interest, tax, depreciation and amortization (EBITDA) interest cover for 2015 was 6.4 times (2014: 8.3 times). EBITDA interest cover, excluding net gain on revaluation of investments previously accounted for as equity accounted associates, for 2015 was 6.4 times (2014: 8.1 times).Operating cash inflow for the period was $251.3 million, compared to $550.1 million in 2014. Cash outflow from investing activities was $188.9 million (2014: $104.3 million).


Directors’ report CONTINUED

(LOSS)/EARNINGS PER SHARE 2015 2014 CENTS CENTS

Basic (loss)/earnings per share (22.2) 101.0

Basic earnings per share excluding impairment of goodwill, Arkutun‑Dagi project settlement costs, net of taxation, tax arising on reorganization of business in China, net acquisition gain on revaluation of investments previously accounted for as equity accounted associates and restructuring costs 80.4 106.8

Diluted (loss)/earnings per share (22.2) 100.3

Diluted earnings per share excluding impairment of goodwill, Arkutun‑Dagi project settlement costs, net of taxation, tax arising on reorganization of business in China, net acquisition gain on revaluation of investments previously accounted for as equity accounted associates and restructuring costs 79.9 106.1

Basic earnings per share, excluding impairment of goodwill, Arkutun‑Dagi project settlement costs, net of taxation, tax arising on reorganization of business in China, net gain on revaluation of investments previously accounted for as equity accounted associates and restructuring costs, were 80.4 cents per share, a decrease of 24.7% from the previous financial year result of 106.8 cents per share.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRSAs announced in April 2014 and effective 1 July 2014, the business operations are managed and reported by business lines: Services, Major Projects, Improve and Development. This represents a change to the operating segments reported in the previous corresponding period. The historical segment results for the financial year ended 30 June 2014 have been restated to be comparable with the revised segmentation approach as required by AASB 8 Operating Segments.On 24 October 2014, the Group acquired 100% of the voting shares of MTG Limited (MTG) and its controlled entities. MTG is a US based management consulting firm in the oil and gas, petrochemicals and chemicals industries with operations in North America, the United Kingdom and Australia. The acquisition was made as a building block in the growth of Advisian, the advisory business of the Group. The Financial Report includes the results of MTG for the eight month period from the acquisition date. On 2 December 2014, the Group also acquired 100% of the voting rights of Hadron Holdings Inc and its controlled entities (comprising the Atlantic Nuclear business (ANI)).

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEARSince the end of the financial year, the directors have resolved to pay a dividend of 22.0 cents per fully paid ordinary share, including exchangeable shares, unfranked (2014: 51.0 cents per share, partially franked at 20.5%). In accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets, the aggregate amount of the proposed final dividend of $54.4 million is not recognized as a liability as at 30 June 2015.No other matter or circumstance has arisen since 30 June 2015 that has significantly affected, or may significantly affect:• theconsolidatedentity’soperationsinfuturefinancialyears;• theresultsofthoseoperationsinfuturefinancialyears;or• theconsolidatedentity’sstateofaffairsinfuturefinancialyears.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONSThe likely developments in the Group’s operations in future financial years and the expected results of those operations are set out in section 3.2 of the Operating and Financial Review on page 43.

ENVIRONMENTAL REGULATIONIn the majority of the Group’s business operations, it does not have responsibility for obtaining environmental licenses. The Group typically

assists its customers, who usually own or operate plant and equipment, with the management of their environmental responsibilities, rather than having those responsibilities itself. However, the Group has environmental responsibilities in terms of compliance with environmental controls and in exercising reasonable care and skill in its design, construction management, operation and supervising activities. The risks associated with environmental issues are managed through the Group’s risk management and quality assurance systems.It is the Group’s policy to comply with all environmental regulations applicable to it and to the work it carries out. The Company confirms, for the purposes of section 299(1)(f) of the Corporations Act 2001 (Act) that it is not aware of any breaches by the Group of any environmental regulations under the laws of the Commonwealth of Australia, or of a State or Territory of Australia.

NON‑AUDIT SERVICESDuringthefinancialyear,Ernst&Young,theGroup’sauditor,performedcertain other services in addition to its statutory audit duties. Total fees for non‑audit services provided by the auditor amounted to $1,377,362.The Board has adopted a policy governing the provision of non‑audit services by the auditor. The Board has considered the position and, in accordance with the advice received from the Audit and Risk Committee, is satisfied that the provision of the non‑audit services is compatible with the general standard of independence for auditors imposed by the Act. The directors are satisfied that the provision of non‑audit services by the auditor did not compromise the auditor independence requirements of the Act for the following reasons:• allnon‑auditserviceshavebeenreviewedbytheAuditandRisk

Committee to ensure they do not impact the integrity and objectivity oftheauditor;and

• noneoftheservicesunderminesthegeneralprinciplesrelatingtoauditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing and auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as advocate for the Group or jointly sharing economic risk and rewards.

A copy of the auditor’s independence declaration as required under section 307C of the Act is as follows:

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Auditor’s Independence Declaration to the Directors of WorleyParsons Limited In relation to our audit of the financial report of WorleyParsons Limited for the financial year ended 30 June 2015, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. Ernst & Young SJ Ferguson Partner 26 August 2015

Ernst & Young 680 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au

CORPORATE GOVERNANCE STATEMENTThe Company’s Corporate Governance Statement for the year ended 30 June 2015 may be accessed from the Company’s website at http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance.aspx.


INFORMATION ON DIRECTORS AND COMPANY SECRETARYJOHN GRILL AO BSC, BENG (HONS), HON DENG (SYDNEY)CHAIRMAN AND NON‑EXECUTIVE DIRECTOR – CHIEF EXECUTIVE OFFICER AND DIRECTOR FROM LISTING IN NOVEMBER 2002 UNTIL OCTOBER 2012 AND DIRECTOR OF THE COMPANY BEFORE LISTING AND ITS PREDECESSOR ENTITIES FROM 1971COUNTRY OF RESIDENCE – AUSTRALIAJohn is Chairman of the Board and Chairman of the Nominations Committee and a member of the Remuneration Committee and Health, Safety and Environment Committee. He has over 40 years’ experience in the resources and energy industry, starting his career with Esso Australia. In 1971, he became Chief Executive of Wholohan Grill and Partners, the entity that ultimately became WorleyParsons Limited. This specialized consulting practice acquired the business of Worley Engineering Pty Limited in Australia in 1987. It listed on the ASX in 2002 as Worley Group Limited following a restructuring of that company. In 2004, Worley Group Limited acquired ParsonsE&CCorporation,aUnitedStates‑basedglobalprojectservicescompany, and changed its name to WorleyParsons Limited. The Group then acquired the Colt Group in Canada in 2007, substantially increasing its capability in the upstream and downstream components of oil sands. John has personal expertise in every aspect of project delivery in the resources and energy industry. He has strong relationships with the Group’s major customers and was closely involved at board level with the Group’s joint ventures. John was awarded an honorary doctorate by The University of Sydney in 2010 in recognition of his contribution to the engineering profession. He was appointed an Officer of the Order of Australia in 2014 for distinguished service to engineering and to business, to the minerals, energy and power supply industries and as a supporter of advanced education and training. John is on the board of Neuroscience Research Australia and of the Australian Chamber Orchestra.

RON MCNEILLY BCOM, MBA, FCPA, FAICDDEPUTY CHAIRMAN AND LEAD INDEPENDENT DIRECTOR – DIRECTOR SINCE LISTING IN NOVEMBER 2002COUNTRY OF RESIDENCE – AUSTRALIARon is Deputy Chairman and Lead Independent Director of the Board and was previously Chairman of the Board. He is a member of the Audit and Risk Committee, Nominations Committee, Remuneration Committee and Health, Safety and Environment Committee. Ron has over 30 years’ experience in the resources industry. He joined BHP Billiton Limited in 1962 and held positions with that company including executive director and President BHP Minerals, Chief Operating Officer, Executive General Manager and Chief Executive Officer BHP Steel, General Manager Transport, General Manager Long Products Division and General Manager Whyalla Works. Ron is a former Chairman of Ausmelt Limited and Melbourne Business School Limited and a former Deputy Chairman of BlueScope Steel Limited previously BHP Steel. He is a former director of Alumina Limited, BHP and BHP Billiton, QCT Resources and Tubemakers of Australia.Australian listed company directorshipsLISTED NATURE OF DATE OF DATE OF COMPANY NAME DIRECTORSHIP COMMENCEMENT CESSATION

BlueScope Deputy Chairman 10 May 2002 7 April 2015 Steel Limited and non‑executive

director

LARRY BENKE BSC ENG (HONS)NON‑EXECUTIVE DIRECTOR – DIRECTOR SINCE JULY 2010COUNTRY OF RESIDENCE – CANADALarry joined the Board as a non‑executive director on 1 July 2010 and is a member of the Audit and Risk Committee, Nominations Committee and Health, Safety and Environment Committee. Larry has extensive experience in the engineering and construction industries including roles in engineering design, project management and general management including President/CEO of the Colt Group and Managing Director of WorleyParsons Canada until his retirement in 2010. He successfully led Colt through a period of substantial growth and expansion which continued with the integration of the company into the Group’s Canada business. Larry is Chairman of Next Hydrogen, a manufacturer of advanced electrolyzers for hydrogen production. He is a director of the board of The Calgary Airport Authority, a not‑for‑profit responsible for the operation and development of the Calgary International Airport. He is also a director of Cervus Equipment Corporation, a Toronto Stock Exchange listed company in the business of acquiring and operating agricultural, transportation and construction equipment dealerships.

Larry graduated from the University of Alberta in 1973 with a Bachelor of Science in Electrical Engineering (Honors).

JAGJEET BINDRA BTECH (CHEME), MS (CHEME), MBA (HONS)NON‑EXECUTIVE DIRECTOR – DIRECTOR SINCE JULY 2015COUNTRY OF RESIDENCE – UNITED STATESJagjeet (Jeet) was appointed to the Board on 1 July 2015 and is a member of the Nominations Committee. Jeet has over 35 years’ experience in the global resources and energy industry including 32 years in senior leadership roles within the Chevron Group of Companies, retiring from Chevron as President of Chevron Global Manufacturing in 2009. The breadth of his executive experience extends into oil and gas, chemicals, refinery engineering and operations, design and construction, project management, engineering technology and strategic and business planning. He also has extensive public company board experience and is currently a member of the board of Edison International/Southern California Edison Company and LyondellBasell IndustriesN.V.,bothpubliclylistedcompaniesontheNewYorkStockExchange. He was formerly Managing Director and Chief Executive Officer of Caltex Australia Limited and a director of Transfield Services Limited, both publicly listed companies on the ASX. Jeet is a Chemical Engineering graduate of the Indian Institute of Technology in Kanpur, India and holds a Master of Science degree in Chemical Engineering from the University of Washington and an MBA degree from Saint Mary’s College of California.

ERICH FRAUNSCHIEL BCOM (HONS), FCPA, FAICDNON‑EXECUTIVE DIRECTOR – DIRECTOR SINCE MARCH 2003COUNTRY OF RESIDENCE – AUSTRALIAErich is Chairman of the Audit and Risk Committee and a member of the Nominations Committee. He is also a director of BWP Management Limited, the responsible entity of the BWP Trust, an Australian real estate investment trust listed on ASX. Erich’s early business career was in the petroleum marketing and management consulting industries. In 1981, he joined the Australian Industry Development Corporation where he was involved in project lending, investment banking and venture capital investment. In 1984, he joined Wesfarmers to start the company’s projects and business development function. In 1988, he became General Manager of Wesfarmers’ Commercial Division and from 1992 until his retirement in July 2002, was an executive director and Chief Financial Officer of Wesfarmers. Since 2002, he has served as a non‑executive director on the boards of several listed and unlisted companies.Australian listed company directorshipsLISTED NATURE OF DATE OF DATE OF COMPANY NAME DIRECTORSHIP COMMENCEMENT CESSATION

Woodside Non‑executive 1 December 2002 28 February 2013 Petroleum Limited directorBWP Trust Non‑executive 1 February 2015 n/a director

JOHN M GREEN BJURIS/LLB, FAICD, SFFINNON‑EXECUTIVE DIRECTOR – DIRECTOR SINCE LISTING IN NOVEMBER 2002COUNTRY OF RESIDENCE – AUSTRALIAJohn is Chairman of the Remuneration Committee and a member of the Nominations Committee. He is a company director, a business writer and a novelist. John is Deputy Chairman of QBE Insurance Group Limited and a member of the Council of the National Library of Australia. John is co‑founder of book publisher, Pantera Press. He was previously an investment banker at Macquarie Bank, as an executive director. His career before banking was in law, including as a partner at two major law firms.Australian listed company directorshipsLISTED NATURE OF DATE OF DATE OF COMPANY NAME DIRECTORSHIP COMMENCEMENT CESSATION

QBE Insurance Deputy Chairman 1 March 2010 n/a Group Limited and non‑executive director

CHRISTOPHER HAYNES OBE BSC (HONS), DPHIL, CENG, FIMECHE, FIE AUSTNON‑EXECUTIVE DIRECTOR – DIRECTOR SINCE JANUARY 2012COUNTRY OF RESIDENCE – UNITED KINGDOMChris was appointed to the Board effective 1 January 2012. He is Chairman of the Health, Safety and Environment Committee and a member of the Nominations Committee. He is a non‑executive director of Woodside



Petroleum Limited. His appointment followed a 39 year career with the Shell Group of Companies and their affiliates. He has lived in a large number of countries, working in the oil and gas exploration and production, LNG and chemicals businesses, primarily in project development and delivery and in operations. Chris was seconded to Woodside from 1999 to 2002, where he was General Manager of the North West Shelf Venture and was subsequently Managing Director of Shell’s operations in Syria and of Nigeria LNG Limited. In 2008, Chris assumed responsibility for the delivery of Shell’s major upstream projects worldwide. He retired from Shell in August 2011. Chris graduated from the University of Manchester with a Bachelor of Science with Honors in Mechanical Engineering and obtained a Doctor of Philosophy degree in Applied Sciences from the University of Sussex. He is a Chartered Engineer and Fellow of the Institution of Mechanical Engineers in the United Kingdom and also a Fellow of the Institution of Engineers, Australia. Chris was appointed to the Order of the British Empire in June 2009 for his services to the British oil and gas industry in Nigeria.Australian listed company directorshipsLISTED NATURE OF DATE OF DATE OF COMPANY NAME DIRECTORSHIP COMMENCEMENT CESSATION

Woodside Non‑executive 1 June 2011 n/a Petroleum Limited director

CATHERINE LIVINGSTONE AO BA (HONS), HON DBUS (MACQUARIE), HON DSC (MURDOCH), HON BBUD (UTS), FCA, FAICD, FTSENON‑EXECUTIVE DIRECTOR – DIRECTOR SINCE JULY 2007COUNTRY OF RESIDENCE – AUSTRALIACatherine joined the Board on 1 July 2007 and is a member of the Audit and Risk Committee and Nominations Committee. She is Chairman of Telstra Corporation Limited and a director of Saluda Medical Pty Limited and the George Institute for Global Health. Catherine is also the President of the Business Council of Australia and the President of the Australian Museum Trust. She was Chairman of CSIRO from 2001 to 2006 and has also served on the boards of Macquarie Bank Limited, Macquarie Group Limited, Goodman Fielder Limited and Rural Press Limited. Catherine was the Managing Director of Cochlear Limited from 1994 to 2000, taking it through to an initial public offer in 1995. In 2003, Catherine was awarded the Centenary Medal for service to Australian Society in Business Leadership and in 2008 she was appointed an Officer of the Order of Australia for service to the development of Australian science, technology and innovation policies to the business sector. She has a Bachelor of Arts (Honors) in Accounting, is a Chartered Accountant and was the Eisenhower Fellow for Australia in 1999.Australian listed company directorshipsLISTED NATURE OF DATE OF DATE OF COMPANY NAME DIRECTORSHIP COMMENCEMENT CESSATION

Macquarie Bank Non‑executive 19 November 2003 25 July 2013 Limited directorMacquarie Group Non‑executive 30 August 2007 25 July 2013 Limited directorTelstra Corporation Non‑executive 30 November 2000 n/a Limited director Chairman 8 May 2009 n/a

WANG XIAO BIN BCOM, CPA, GDIP APPLIED FINANCE AND INVESTMENTNON‑EXECUTIVE DIRECTOR – DIRECTOR SINCE DECEMBER 2011COUNTRY OF RESIDENCE – HONG KONG, CHINAXiao Bin was appointed to the Board on 1 December 2011 and is a member of the Audit and Risk Committee and Nominations Committee. She is based in Hong Kong and is an executive director and Chief Financial Officer of China Resources Power Holdings Company Limited. Prior to joining China Resources Power in July 2003, she was a Director of Corporate Finance at ING Investment Banking, responsible for execution of capital markets and merger and acquisition transactions in the Asia Pacific region. Xiao Bin worked for Price Waterhouse in Australia in the Audit and Business Advisory Division for five years before joining ING. She is a member of CPA Australia and holds a graduate diploma in Applied Finance and Investment from the Securities Institute of Australia (now Finsia) and a Bachelor of Commerce from Murdoch University in Australia.

ANDREW WOOD BENG, GDIP FIN MGMT, GDIP LAB RELATIONS, FIE AUSTCHIEF EXECUTIVE OFFICER – EXECUTIVE DIRECTOR SINCE OCTOBER 2012COUNTRY OF RESIDENCE – AUSTRALIAAndrew was appointed as Chief Executive Officer effective 23 October 2012. With a tenure of over 21 years with the Group, and over 34 years’ experience in the resources and energy industry, Andrew has extensive knowledge across the Group. His previous roles include Group Managing Director – Finance/CFO responsible for Group‑wide direction and support to the business functions of finance, information management, internal procurement and communications,legalandrisk;ManagingDirectorfortheAustralia/NewZealandregion;andManagingDirectorofMergersandAcquisitions,overseeing15businessacquisitionsincludingParsonsE&CCorporationinNovember 2004 and the Colt Group in March 2007. He was also responsible for the Group’s early expansion into Thailand and the Middle East, Canada and Chile in his capacity as Managing Director for International Operations. Andrew holds a Bachelor of Engineering and graduate diplomas in Financial Management and Labour Management Relations. He is a Fellow of the Institution of Engineers, Australia.

PETER JANU BEC, LLB, CA, FGIACOMPANY SECRETARY AND GENERAL COUNSEL CORPORATE – APPOINTED OCTOBER 2008Peter joined WorleyParsons in 2008 in his current role. He is responsible for corporate governance for the Board, and the senior executive team. He is also responsible for legal and governance matters relevant to the listed entity, its capital structure, and its regulatory obligations. Peter’s specific group accountabilities include continuous disclosure, trade sanctions and compliance with anti‑bribery laws. Peter has a background in corporate taxation, project finance, legal, governance and company secretary roles. He has previously worked in the professional services, investment banking, and construction and mining services sectors. Peter holds degrees in Law and Economics from The University of Sydney and is a Chartered Accountant and a Fellow of the Governance Institute of Australia.

INDEMNITIES AND INSURANCEUnder the Company’s Constitution, the Company indemnifies each current and former officer of the Group against certain liabilities and costs incurred by them as an officer of the Group. The Company also indemnifies each current and former officer of the Group against certain liabilities and costs incurred when the officer acts as an officer of another body corporate at the Company’s request and the liability or cost is incurred in that capacity. Neither indemnity extends to liabilities or costs from which the Company is prohibited from indemnifying current or former officers under the Act.In addition, the Company has entered into Deeds of Access, Indemnity and Insurance with certain officers of the Group. Under those deeds, the Company agrees (among other things) to:• indemnifytheofficertotheextentpermittedbylawandtheCompany’sConstitution;

• maintainadirectors’andofficers’insurancepolicy;and• provideofficerswithaccesstoBoardpapers.The Company maintains a directors’ and officers’ insurance policy that, subject to certain exemptions, provides insurance cover to former and current officers of the Group. During the financial year, the Company paid insurance premiums to insure those officers of the Group. The contracts of insurance prohibit the disclosure of the amounts of premiums paid and the nature of the liability covered.

ROUNDING OF AMOUNTSThe Company is of a kind referred to in Class Order 98/0100 issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report and financial statements. Unless otherwise expressly stated, amounts referred to in this report have been rounded off to the nearest hundred thousand dollars in accordance with that Class Order and amounts less than $50,000 that have been rounded down are represented in this report by 0.0.


REMUNERATION REPORTThe Company’s directors present the Remuneration Report prepared in accordance with section 300A of the Corporations Act 2001 (Act) for the Company and the consolidated entity for financial year 2015 (FY2015). The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Act. This Remuneration Report forms part of the Directors’ Report.

The Remuneration Report is presented in four sections:

SECTION WHAT IT COVERS PAGE

1. Letter from the Chairman of the Remuneration Committee

HowCompanyperformancewasreflectedinExecutiveremunerationduringFY2015.KeychangesinremunerationduringFY2016.

5252

2. Remuneration Governance Framework

The guiding principles adopted by the Board which underpin all remuneration decisions and actions.How the Board, Nominations Committee and Remuneration Committee make remuneration decisions.

5354

3. Executive Remuneration in Detail

The names and positions of the Executive Director and Group Executives (Executives) whose remuneration details are disclosed.A breakdown of the Executive remuneration structure, and summary of the key terms and performance conditions for the “at risk” components (short and long term incentives) including a description of the Combined Incentive Plan. It also includes details of the Clawback (Malus) provision.How the Company’s performance over a five year period has impacted on remuneration outcomes.The remuneration outcomes for Executives in accordance with the Australian Accounting Standards (accounting standards), including total remuneration, vesting of at risk components and movements in equity holdings. It also includes details of actual remuneration awarded during the year and actual remuneration received.The key contract terms governing the employment arrangements of Executives. Details of termination arrangements of exiting Key Management Personnel (KMP) and the equity allocation for Mr Abba.

55

55

5860

64

4. Non‑Executive Director Remuneration

The names and positions of the Non‑Executive Directors (NEDs) whose remuneration details are disclosed.The guiding principles which govern the process and basis for setting NED remuneration.An outline of the remuneration structure for NEDs, including current Board and Committee fees.Details of NEDs’ total remunerationinFY2015andFY2014.

65656565

GLOSSARYClawback (Malus) – provides the Board with discretion on the treatment of equity awards where an employee has acted fraudulently or dishonestly, is in breach of that employee’s obligations to the Company, or has received awards based on financial accounts which are later restated.Combined Incentive Plan – a variable component of total remuneration. Delivers an incentive based on Company achievement against budget Group Net Profit After Tax (NPAT) and Executive achievement against agreed Key Performance Indicators (KPIs). Two thirds of the incentive value is paid as cash and one third is deferred as an equity award subject to a three year service and performance requirement.Earnings Per Share (EPS) – determined by dividing the Group NPAT by the weighted average number of the Company’s ordinary shares on issue during the financial year.Executive – as detailed on page 55, Executives include both Executive Directors and Group Executives and have authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.Group Net Profit After Tax (NPAT) – is the net profit earned by the Group after deducting all expenses including interest, depreciation and tax. From time to time, in determining outcomes under the incentive plans, the Board may use its discretion to apply the underlying NPAT which in the Board’s opinion reflects the Company’s operating results.Key Management Personnel (KMP) – those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. KMP comprise Executives and Non‑Executive Directors and are detailed on pages 55 and 65.Key Performance Indicators (KPIs) – performance targets agreed at the start of each financial year under the Combined Incentive Plan. KPIs include both financial and non‑financial metrics, examples of which are detailed on page 56.Long Term Incentive (LTI) Plan – a variable component of total remuneration. Performance rights are granted to Executives under the LTI Plan and will vest and become available for exercise after four years, subject to Company achievement against prescribed long term performance requirements.Non‑Executive Director (NED) – as detailed on page 65, directors of the entity have authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.Total Shareholder Return (TSR) – provides a measure of the change in the value of the Company’s share price over a period, including reinvested dividends, expressed as a percentage of the opening value of the shares.



1. LETTER FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEEDear Shareholders,CHANGES TO KEY MANAGEMENT PERSONNELThis year we welcomed two new Executives, Dennis Finn and Filippo Abba. Dennis commenced as Group Managing Director/Chief Executive Officer (CEO) of our Advisory business (Advisian) on 1 September 2014 and has become Key Management Personnel (KMP) effective 1 July 2015 with the launch of Advisian as a separate business line. Filippo commenced as Group Managing Director, Improve on 1 April 2015, succeeding Randy Karren who retired on 31 March 2015.PAY FOR PERFORMANCE IN FY2015This year’s financial results fell below the Group NPAT gate opener threshold to trigger a payment, resulting in Executives receiving no short term incentive payments.Also, the benchmarks for shareholder return and earnings per share in our long term incentive scheme have not been met, resulting in equity grants not vesting for the third year in a row.CHANGES TO REMUNERATION FOR FY2016 AND BEYONDThese outcomes are consistent with our philosophy that our Executives’ incentives should reflect shareholder outcomes. However, the Remuneration Committee has been considering the impact our remuneration outcomes are having on the motivation and retention of our key people, especially during periods of great volatility in the markets for our services.We concluded that while Company performance must remain the driving force in determining short term incentives, it is also important to appropriately reward our people for significant achievements in delivering on our strategy.Withthisinmind,theBoardisrevisingtheExecutives’remunerationstructureforFY2016.FIXED PAY AND PAY MIXWe have noted that many of our competitors give more weight to the incentive components in their remunerations structures. In this context, the Company’s future remuneration reviews will have a bias to increasing the incentive components.WehavethusmadenoadjustmentstoourExecutives’FixedPayforFY2016,excepttoreflecttheCEO’srequestthathisownFixedPaybereducedby10% from 1 July 2015.WehavealsomadenochangestoNon‑ExecutiveDirectors’feesforFY2016.LONG TERM INCENTIVESNoadjustmentswillbemadetotheLongTermIncentive(LTI)PlanforFY2016.COMBINED INCENTIVE PLANA key aspect of aligning our Executives’ interests with shareholders, to ensure they have sufficient “skin in the game”, is our minimum shareholding requirementoftwotimesFixedPay(fourtimesfortheCEO).TheFY2016CombinedIncentivePlan(CIPlan)willbeamendedtoprovidemorecertainty of growth in Executive shareholdings, while retaining the overall target pay mix of short term cash and medium term deferred equity.CASH PORTION OF THE CI PLANThecashcomponentoftheCIPlanretainsafocusonbothfinancialandnon‑financialKeyPerformanceIndicators(KPIs).ForFY2016andbeyond,theoverall Group NPAT gate opener will be replaced by individual thresholds for each KPI to improve an Executive’s line of sight over achieving their targets. The Board retains rigorous oversight of the KPIs set, and will continue to ensure they retain sufficient stretch, and appropriate thresholds. Group NPAT remains one of the key financial KPIs, along with business line EBIT targets relevant to each business line leader, as well as cash collection targets. The non‑financial KPIs are focused on our strategic imperatives.FromFY2016amoreleveragedmodelwillapplytofinancialKPIs.Wehaveextendedthescalefrom90%backto80%inrecognitionthatweareatavery volatile point of our economic cycle and that notwithstanding the efforts of our Executives, the variability of outcomes has increased. At or below 80% of target (e.g. Group NPAT budget) no payment will be made.A sliding scale will then apply with 5% of the target incentive awarded for each 1% achieved above 80% of budget up to a cap of 200% of target incentive if 120% or more of budget is achieved. Non‑financial KPIs will have a 100% maximum score. As the minimum weighting for financials is 50%, the combined effect restricts the overall incentive to 150% of target.The current scale provides, for example, 91% vesting at 91% performance. The new sliding scale provides for significantly reduced payouts for performance above the threshold, but below the target. The Board considers this approach should give Executives greater incentive to overachieve.EQUITY PORTION OF THE CI PLANThe CI Plan will retain the deferred equity component, including a forfeiture provision if results are subsequently restated or any impropriety occurs. The equity portion will continue to be granted annually as performance rights. The vesting period for this equity will be reduced from three to two years. (The LTI remains a four year plan with no ability for re‑testing.)The rights under the CI Plan will convert into a number of shares that depends on changes in the share price over a two year performance period. If the share price doubles (or more than doubles) over that performance period, the rights convert into twice the number of shares. If the share price halves (or more than halves), the rights do not convert into any shares and they lapse. In between double and half the share price, the rights vest on a proportionate basis. However, given the variation in the share price, the value of the shares into which the rights convert will rise or fall more than proportionately.In the US these kinds of performance rights are sometimes known as Market Stock Units (MSUs) but for greater clarity we call them Share Price Performance Rights (SPPRs).


We provide the following four examples to help your understanding of how the SPPRs will work. Two examples are where the share price rises, and two where it falls. The four examples are based on a notional grant of 1,000 SPPRs with a notional WorleyParsons share price of $8.00 at the time the SPPRs are issued, i.e. a notional value to the executive of $8,000. In two years’ time:Scenario 1: The opening share price rises to $20.00 (i.e. more than doubles). The 1,000 SPPRs convert to 2,000 shares and their total value = $40,000. The executive’s incentive has delivered a $40,000 reward (in shares), i.e. $32,000 above the notional $8,000 value at the time of issue.Scenario 2: The opening share price rises to $12.00. The 1,000 SPPRs convert to 1,000 x ($12/$8) = 1,500 shares and their total value = $18,000. The executive’s incentive has delivered an $18,000 reward (in shares), i.e. $10,000 above the notional $8,000 value at the time of issue.Scenario 3: The opening share price falls to $6.00. The 1,000 SPPRs convert to 1,000 x ($6/$8) = 750 shares and their total value = $4,500. The executive’s incentive has delivered a $4,500 reward (in shares), i.e. $3,500 below the notional $8,000 value at the time of issue.Scenario 4: The opening share price halves or more, then the SPPRs lapse and no shares are issued.The Board has introduced SPPRs because they bring the Company closer to the remuneration practices of our global peers with higher weightings to performance‑related pay. They:• provideourExecutiveswithacleargoal–theincreaseintheCompany’sshareprice–morecloselyaligningtheirinterestswiththoseof

shareholders;• havethepotentialtobeastrongerexecutiveincentivethanthedeferredequitycomponentofprioryears;• replacethepreviousGroupNPATthreshold(or“gate‑opener”)withathresholdrelatingtoshareprice,givingExecutivesstrongershareholder

alignment, while at the same time protecting shareholders on the downside by the reward cutting out if the share price halves. This cut out is not typically a feature of this type of award in other companies, but we believe it strikes a better balance between rewarding effort and requiring minimum short term outcomes which is more appropriate to current circumstances. Such a balance is important given the changes that the Company iscurrentlymakingtoseektobetterpositionitselfforfuturegrowthandtheneedtoensureexecutivemotivationandretentionduringthistime;and

• havethepotentialtoincreaseexecutiveshareholding“skininthegame”andshareholderalignmentbecause,asSPPRsconvertintosharesintheCompany, executives will be required to hold the shares to comply with the Company’s minimum shareholding requirement.

I wish to reaffirm to shareholders that the Board is resolute in its focus on appropriate remuneration for our people and ensuring we strike the right balances between short term performance and attracting and retaining the caliber of people we need to execute our strategy to “Realize our future”.Kind regards

JOHN M GREENChairman, Remuneration Committee

2. REMUNERATION GOVERNANCE FRAMEWORKGUIDING REMUNERATION PRINCIPLESThe guiding principles that underpin the Company’s remuneration arrangements for Executives are driven from the Company beliefs. These beliefs guide our actions, making it clear what we are accountable for and how we achieve success:

DELIVER WHAT WE PROMISE ZERO HARM

PRUDENTLY CONTAIN COST AND ELIMINATE WASTE

BUILD ENDURING CUSTOMER RELATIONSHIPS

DEVELOP AND REWARD TEAMS WHO DELIVER ON CUSTOMER EXPECTATIONS

The Executive remuneration principles drive the behaviors and results to help us achieve our strategy and vision:

• provideafairlevelofrewardinordertoretainandattracthighcaliberemployees;• buildacultureofachievementbyprovidingatransparentlinkbetweenrewardandperformance;• buildlongtermemployeecommitmentthroughcontinuedWorleyParsonsshareownership;• promotemutuallybeneficialoutcomesbyaligningemployee,customerandshareholderinterests;and• supporttheexpectationsoftheDiversityandInclusionPolicy.

Putting the remuneration principles into practice, we:

• benchmarkourrolesagainstrolesinthemarket.Webenchmarkfixedpay,variablepayandpaymix.Individualremunerationreflectstheindividual’srole,responsibilities,performance,qualificationsandexperience;

• ensuretheBoardsetsKPIsforExecutives;• rewardsubjecttoCompanyperformanceandindividualperformance;• providetheopportunitytoearnequitythroughtheLTIPlanandtheCombinedIncentivePlan;• haveaminimumshareholdingrequirement;and• ensureperformancemetricsaregearedatfocusingExecutivesonstrongfinancialperformance,whilebalancinglongterminterestsoftheCompany.



REMUNERATION DECISIONSThe diagram below illustrates the process by which remuneration decisions are made within the Company, and explains the roles played by various stakeholders who are involved in setting remuneration:

BOARD

EXTERNAL MARKET DATA AND EXTERNAL CONSULTANTS

MANAGEMENT

• Ensuresremunerationpoliciesandstructuresarecompetitive,fair,andalignedwiththelongterminterestsoftheCompany.• Setsandapprovesremunerationstructures.• ApprovesNED,ChiefExecutiveOfficer(CEO)andotherExecutiveremunerationquantum.

Reviews and assesses the CEO’s performance.Advises the Board on the CEO’s remuneration, including:• amount;• structure;and• applicableperformancetargets.

Assists/advises the Board in relation to:• remunerationstructuringandpolicies;• NEDremuneration;• performanceassessmentandremunerationforExecutives;and• whererequired,engagingindependentadvisorsforadviceon

remuneration structure and quantum for Executives, including the CEO, and NEDs.

CEO recommends pay increases and incentive outcomes for the Executives, other than the CEO. At the request of the Nominations and/or Remuneration Committee, management:• providesinformationrelevanttoremunerationdecisions;and• whereappropriate,liaiseswithindependentadvisorstoassisttheNominationsand/or

Remuneration Committee with factual information (subject to prior Board approval of the provider).

All remuneration decisions relating to Executives are made by the Board. However, where appropriate, management is included in Committee and Board discussions.

NOMINATIONS COMMITTEE

Market data is sourced from published reports and independent surveys. Where required, external consultants are engaged by the Board and Committees to provide advice or information. Any advice or recommendations provided by external consultants are used as a guide. They are not a substitute for the BoardandCommitteedecision‑makingprocess.TherewerenoremunerationrecommendationsmadebyconsultantsinrelationtoKMPinFY2015.Frederic W. Cook, an independent remuneration consulting firm, were engaged to provide analytical support on the collation of industry peer group data and the increasing use of Market Stock Units (MSUs) in the US. No advice was provided. The cost of the support was not material for either party.Orient Capital calculated the TSR for the purposes of vesting LTI. The amount paid to Orient Capital for TSR reporting is not material for either party.

REMUNERATION COMMITTEE


3. EXECUTIVE REMUNERATION IN DETAILEXECUTIVESSet out below is a list of the Executives of the Company whose remuneration details are outlined in this Remuneration Report. Except where noted, theseExecutiveswereemployedforallofFY2015inthepositionsnotedbelow.Theuseoftheterm“Executives”throughoutthisreportreferstotheExecutiveslisted.TheseExecutives,inadditiontotheNEDslistedonpage65oftheAnnualReport,comprisedtheKMPoftheCompanyforFY2015,as defined under the accounting standards.NAME POSITION COUNTRY OF RESIDENCE KMP DURATION

Andrew Wood Chief Executive Officer AustraliaFilippo Abba Group Managing Director – Improve United Kingdom 1 April 2015 (commenced)Simon Holt Chief Financial Officer AustraliaChristopher Parker Group Managing Director – Major Projects United States 30 June 2015 (ceased)David Steele Group Managing Director – Services AustraliaRandy Karren1 Group Managing Director – Improve Canada 31 March 2015 (ceased)Ian Wilkinson Group Managing Director – Services Australia 6 February 2015 (ceased)

1 Mr Karren retired effective 31 March 2015 and ceased to be an Executive on that date.

With the creation of Advisian Mr Finn becomes a KMP from 1 July 2015. Mr Parker ceased to be an Executive effective 30 June 2015. Mr Abba is Group Managing Director – Major Projects and Improve from 1 July 2015.

REMUNERATION STRUCTURE – PUTTING POLICY INTO PRACTICERemuneration mix for ExecutivesExecutive remuneration is structured to recognize an individual’s responsibilities, qualifications and experience, as well as to drive performance over the short and long term. The proportion of variable pay is reflective of an Executive’s ability to influence Company performance through their role. Executive remuneration comprises the following:• fixedpay,whichconsistsofcash(orbase)salary,superannuation

contributions and any salary sacrificed components. It is set relative to market, with the level of individual fixed pay aligned with the Executive’sresponsibilities,performance,qualificationsandexperience;and

• incentives,ifpayable,arecomprisedofcashandequity.

The targeted mix of remuneration components shown in the graph refers to the incentive that would be payable if all performance conditions are satisfied and assumes vesting of the Combined Incentive Plan, comprised of a cash and equity incentive and LTI awards at 100%. The elements of remuneration that are at risk are the cash and equity incentive and LTI. Allowances and benefits are for specific purposes and are excluded in determining the mix. Actual incentive remuneration paid to the Executives can vary for individuals depending on the extent that they meet or exceed performance requirements.Further details in relation to the Company’s incentive arrangements, including the specific performance conditions imposed and the outcomes of those arrangements (based on the Company’s performance over FY2015andprioryears),aresetoutonpage59undertheCombinedIncentive Plan and LTI Plan sections.

Fixed

At risk

Cash Incentive Equity Incentive LTI

David Steele 38% 23% 11% 28%

Christopher Parker 40% 24% 12% 24%

Simon Holt 46% 23% 12% 19%

Filippo Abba 40% 24% 12% 24%

Andrew Wood 30% 30% 15% 25%



Combined Incentive PlanBy linking pay to performance via incentive plans, the Company focuses on total reward and provides motivation to Executives to achieve outcomes beyond the standard expected in the normal course of ongoing employment.The Combined Incentive Plan for Executives is made up of two thirds cash (Cash Incentive) and one third equity (Equity Incentive). The minimum potential value of the Combined Incentive Plan is zero where applicable hurdles have not been met.The value of the awards achieved can be viewed in the remuneration outcomes table on pages 60 and 61. This reflects both the Company achievement against Group NPAT and individual performance against an Executive’s KPIs.Outlined below is a summary of the Combined Incentive Plan utilized for the Executives:

INCENTIVE ELEMENTCASH INCENTIVE (TWO THIRDS OF THE AWARD)

EQUITY INCENTIVE (ONE THIRD OF THE AWARD)

Gate opener Requires Group NPAT to be greater than 90% of Board approved budget for financial KPIs, and greater than 75% for non‑financial KPIs.

Maximum payout Maximum payout is 110% of target. The maximum award is only achievable where the Company has achieved 110% or greater of budgeted Group NPAT approved by the Board.

Incentive delivery and payment timing

Payment of the award will be made as a gross cash amount at the end of the performance period.

Delivered through equity deferred for three years in the form of performance rights granted under the WorleyParsons Performance Rights Plan. The number of rights is determined by dividing the dollar value of the award achieved by the face value of shares.

Performance and forfeiture conditions (including Malus)

See KPI summary table below. The Equity Incentive is subject to the same performance conditions as the Cash Incentive. In addition, the Executive must maintain a satisfactory performance rating in the deferral period. There are no further hurdles during the deferral period.However, should the accounts be restated during the deferral period or where an employee has acted fraudulently or dishonestly or is in breach of their obligations to the Company, the award may be forfeited. The performance outcomes that resulted in the award will be reviewed to ensure that the award is still appropriate at the time of vesting.

Dividends Not applicable to the Combined Incentive Plan.

Tenure To be eligible for an incentive payment, generally participants must have been employed for at least three months of the financial year and remain in employment at the date of payment.

Performancetargetsareagreedatthestartofthefinancialyear.AsummaryoftheKPIs,alongwiththeweightingsforExecutivesforFY2015,isoutlined below:Financial KPIsCEO – 60% weighting CFO – 40% weighting Other Executives – 50% weighting

Non‑Financial KPIsCEO – 40% weighting CFO – 60% weighting Other Executives – 50% weighting

KPIs METHOD OF ASSESSMENT KPIs METHOD OF ASSESSMENT

Group NPAT

Business line financial targets

Cash collection

Group NPAT is based upon audited financial statements to ensure the performance assessment for financial KPIs is aligned with business performance and the creation of value for shareholders. The results are adjusted at Board discretion, to exclude abnormal items.Financial goals specific to the business line e.g. Earnings Before Interest and Tax (EBIT).Cash collection is measured via days sales outstanding.

Health, safety and environment performance

Cultural change

Successful implementation of the business plan and/or strategic priorities for the business line

Reduction in the number of reportable incidents and the demonstration of personal and visible leadership in support of the Company’s goal of Zero Harm.Demonstrable contribution to cultural change program objectives.Targeted business growth, customer retention, customer satisfaction and acquisition1.

1 The specific goals for Executives relating to strategic imperatives are considered commercially sensitive.


Long Term Incentive (LTI) PlanThe provision of LTI is assessed through two independent performance targets that align an Executive’s interests with shareholder returns while driving long term Company performance.The Board has determined that the number of securities issued to Executives and all other participants under the Company’s equity plans should be capped at 5% of the issued share capital of the Company over a five year time horizon. Currently, the number of securities issued and held pursuant to the equity plans represents 1.71% of the Company’s issued sharecapital(FY2014:1.97%).LTI grants for FY2015

LTI grants are delivered to Executives as rights that are issued under the WorleyParsons Performance Rights Plan. After vesting, each right entitles the holder to one fully paid ordinary share in the Company at a nil exercise price (i.e. a zero exercise price option). The number of rights issued is based on the Executive’s target LTI with reference to the underlying share price when the rights are issued. Rights vest and are automatically exercised (unless an Executive elects otherwise) after a four year period, subject to defined performance hurdles being satisfied.Where rights cannot be readily issued in certain overseas jurisdictions due to differing securities laws and taxation treatments, the LTI Plan rules ensure a participant can still be rewarded for their contribution, while catering for the local restrictions on the issue of securities. All current Executives are able to receive rights.Rights granted under the LTI Plan carry no voting or dividend entitlements. In addition, other than in relation to bonus issues and capital reorganizations (when the number of rights may be adjusted by the Board in accordance with the ASX Listing Rules, so as to ensure no advantage or disadvantage to the Executive), the rights carry no entitlement to participate in new share issues made by the Company.Details of the rights granted to Executives as the LTI component of their remunerationinFY2015areoutlinedonpages62and63.The target measures are as follows:• TSRrelativetopeergroup(whichappliesto50%ofpotentialLTIforFY2015);and

• EPSgrowth(whichappliesto50%ofpotentialLTIforFY2015).Relative Total Shareholder Return (TSR) performance hurdleThe TSR measure represents the change in the value of the Company’s share price over a period, including reinvested dividends, expressed as a percentage of the opening value of the shares.Relative TSR has been chosen as a performance hurdle because, in the opinion of the Board, it provides the most direct measure of shareholder return and reflects an investor’s choice to invest in this company or direct competitors.Executives will only derive value from the TSR component of the LTI Plan if the Company’s TSR performance is at least at the median of the companies in the peer comparison group over a four year period. Executives are no longer provided an opportunity to retest under the TSR measure.The vesting schedule of the rights subject to the relative TSR hurdle is as follows: PERCENTAGE OF RIGHTS THAT MAY BE EXERCISED IF THE RELATIVE TSR RELATIVE TSR PERCENTILE RANKING HURDLE IS MET

Less than 50th percentile 0%

At 50th percentile 25%

Greater than the 50th percentile Pro‑rated vesting between 25% but less than the 75th percentile and 50%

At 75th percentile or greater 50% (i.e. maximum available under the plan)

The peer comparison group comprises companies with similar business profiles, with which the Company competes for capital and executive talent.ForLTIgrantsmadesinceFY2013,thepeercomparisongroupcomprisesthe companies shown as follows:

AUSTRALIA AND ASIAUNITED STATES AND CANADA

EUROPE AND UNITED KINGDOM

CardnoCIMIC1

Downer EDIJGC CorporationMonadelphous GroupUGL

AECOM2

ChicagoBridge&IronCompanyFluor CorporationJacobs Engineering GroupKBRMcDermott InternationalSNC‑LavalinStantecTetra Tech

Aker SolutionsAMEC Foster Wheeler3

ArcadisAtkinsBalfour BeattyFugroSaipemSerco GroupTechnipTecnicas ReunidasWood Group

1 Formerly known as Leighton Holdings.2 Due to the merger of AECOM and URS Corporation on 17 October 2014, URS

Corporation is no longer listed in the above table.3 Due to the merger of AMEC and Foster Wheeler on 13 November 2014, Foster

Wheeler is no longer listed separately in the above table.

The Board has discretion to adjust the peer comparison group to take into account events including, but not limited to, takeovers or mergers that might occur during the performance period.Earnings Per Share (EPS) performance hurdleBasic EPS is determined by dividing the Group NPAT by the weighted average number of the Company’s ordinary shares on issue during the financial year. Growth in EPS will be measured by comparing the EPS in the financial year immediately preceding the issue and the EPS in the measurement year. EPS has been chosen as a performance hurdle because it provides a clear line of sight between Executive performance and Company performance. It is also a well‑recognized and understood measure of performance both within and outside the organization. The Group NPAT may be adjusted by the Board, where appropriate, to better reflect operating performance.Executives will only derive value from the EPS component of the grants madeinFY2015iftheCompanyachievesaveragecompoundgrowthinEPS of at least 4% per annum above the increase in the Consumer Price Index (CPI) over the four year performance period.The vesting schedule of the rights subject to the EPS hurdle is as follows:AVERAGE COMPOUND GROWTH IN EPS PERCENTAGE OF RIGHTS THAT MAY BE OVER THE PERFORMANCE PERIOD EXERCISED IF THE EPS HURDLE IS MET

Less than 4% p.a. above the 0% increase in CPI

4% p.a. above the increase in CPI 25%

More than 4% p.a. above the Pro‑rated vesting between 25% increase in CPI but less than and 50% 8% p.a. above the increase in CPI

8% p.a. or greater above the 50% (i.e. maximum available under increase in CPI the plan)

Exercise of rights and allocation of shares

To the extent that the performance hurdles have been satisfied, rights are automatically exercised (unless an Executive elects otherwise) and participants acquire shares in the Company at a nil exercise price.Shares allocated to participants upon exercise of rights rank equally with all other ordinary shares on issue. Participants will have unencumbered ownership of the shares, subject to compliance with the Company’s Securities Dealing Policy and minimum shareholding requirement.



Executive minimum shareholding requirementThe Executive minimum shareholding requirement applies to Executives to reinforce the Company’s objective of aligning their interests with the interests of shareholders, and to foster an increased focus on building long term shareholder value.To satisfy the requirement, Executives must retain equity delivered via incentive plans until they hold shares equivalent in value to two times fixed pay (four times fixed pay for the CEO) and must subsequently maintain that multiple.Compliance with the requirement is assessed as at 30 June each year. The table below provides a summary of the position of each Executive against the requirement as at 30 June 2015: WEIGHTED VALUE OF PERCENTAGE NUMBER OF SHARES ANNUAL OF MINIMUM SHARES HELD AT FIXED PAY AT SHAREHOLDING HELD AT 30 JUNE 20152 30 JUNE 20153 REQUIREMENT 30 JUNE 20151 $ $ ACHIEVED

EXECUTIVE DIRECTORAndrew Wood 962,178 11,147,948 1,600,000 >100%GROUP EXECUTIVESFilippo Abba4 45,628 533,766 661,335 40%Simon Holt 21,362 361,736 550,000 33%Christopher Parker 17,793 304,316 607,471 25%David Steele 181,362 2,494,240 900,000 >100%

1 Includes shares held in the Company plus a 50% weighting of unvested performance rights provided on page 62.

2 Calculated as the weighted number of shares held at 30 June 2015 multiplied by the volume weighted average price of the Company’s shares for the five trading days up to and including 30 June 2015 ($10.414) or the price at which performance rights were allocated.

3 The Australian dollar equivalent of annual fixed pay as at 30 June 2015.4 Mr Abba commenced in the role as an Executive effective 1 April 2015.

In addition, under the Company’s Securities Dealing Policy, directors and Executives are not permitted to hedge unvested performance rights or shares that count towards an Executive’s minimum holding requirement. This ensures that Executives cannot “limit the risk” associated with these instruments and are subject to the same impacts from fluctuations in the share price as all other shareholders.Clawback (Malus) provisionThe Company maintains a Clawback provision within the Combined Incentive Plan and the LTI Plan.If in the Board’s opinion, an employee:• actsfraudulentlyordishonestly;• isinbreachoftheirobligationstotheCompanyoranotherGroupcompany;or

• receivedawardsbasedonfinancialaccountswhicharelaterrestated,theBoardmaydeterminethatunvestedperformancerightslapse;thisisalso known as a Malus provision. The Board may also deem any vested but unexercised performance rights to have lapsed. Additionally, the Board may seek to recover shares received from exercised rights.Cessation of employment and change of control

Where an Executive leaves the Group, the Board may exercise its discretion and allow a portion of any unvested rights to remain in the plan. Rights will subsequently vest and be exercised in the ordinary course, having regard to such factors as the Board determines relevant. Such factors would include performance against applicable performance hurdles, as well as the performance and contribution that the relevant Executive has made. Generally, the Board only exercise discretion in special circumstances, such as retirement.In the event of a change of control of the Company (e.g. where a third party unconditionally acquires more than 50% of the issued share capital of the Company), the Board will exercise its discretion to determine whether any or all unvested rights vest, having regard to pro‑rata performance against applicable performance hurdles up to the date of the change of control.

COMPANY PERFORMANCE OVER A FIVE YEAR PERIODThe table below contains a snapshot of the Company’s performance against annual financial KPIs and shows how the Company’s performance has impacted on remuneration outcomes for Executives under the Company’s incentive programs.The remuneration arrangements for Executives ensure that remuneration outcomes are lower when the Company’s performance does not justify large awards, and higher when Company performance is strong. As demonstrated by the table, LTI and Combined Incentive outcomes have moved in line with the Company’s performance against relevant key metrics: ANNUALIZED GROWTH OVER FINANCIAL YEAR ENDED 30 JUNE FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FIVE YEARS

Closing share price ($) 22.21 28.24 25.10 19.49 17.41 10.41 (14.1%)

Dividends paid1 (cents per share) 75.5 86.0 91.0 92.5 85.0 56.0 (5.8%)

TSR portion of LTI 1 year TSR for the Company (%) (1.6) 37.4 (6.8) (19.6) (6.8) (36.4)

1 year TSR for median of peer group (%) (9.9) 40.8 (21.9) 21.6 1.4 (23.6)

Vesting outcome of LTI (%) 82 nil 70 nil nil nil

EPS portion of LTI Underlying EPS (cents per share)2 118.5 121.5 140.6 130.8 106.8 80.4 (7.5%)

Vesting outcome of LTI (%) nil nil nil nil nil nil

Combined Incentive3 Underlying NPAT ($’m)4 291.1 298.5 345.6 322.1 263.4 198.6 (7.4%)

Average % of maximum Combined Incentive nil 27.1 47.0 nil nil nil awarded to Executives (%)

1 TheFY2015finaldividendhasbeenannouncedandisscheduledtobepaidon30September2015.2 Underlying EPS, which in the Board’s opinion reflects the Company’s operating results, has been used to calculate the outcomes.3 TheCombinedIncentivePlanwasintroducedinFY2013;previously,thiswastheShortTermIncentive(STI)Plan.4 UnderlyingNPAT,whichintheBoard’sopinionreflectstheCompany’soperatingresults,hasbeenusedforcalculatingtheoutcomesforFY2011,FY2012andFY2014.Underlying

NPAT excludes net gain on revaluation of investments previously accounted for as equity accounted investments, restructuring costs (net of taxation) and other adjustments at the Board’s discretion, being the difference between reported Group NPAT and underlying NPAT.


REMUNERATION OUTCOMES IN FY2015Combined Incentive outcomesAs outlined in the description of the Combined Incentive Plan on page 56, reward outcomes for Executives are linked to performance against annual financial and non‑financial KPIs.In the five year table above and the following graph, the Company performance is compared to variable pay outcomes for each 12 month period.Based on the Company’s financial performance and performance against individual KPIs, the resulting Combined Incentive Plan payments are detailed in the table on pages 60 and 61.The graph below illustrates the average Combined Incentive as a percentage of maximum awarded to Executives over each of the past five years compared to Group NPAT. It demonstrates Executives have not been rewarded during this difficult period:

Average % of maximum Combined Incentive awarded to Executives compared to underlying NPAT

Gro

up N

PAT

$’m

2

345.6 322.1

263.4

198.6

0.0%

27.1%

47.0%

0.0% 0.0% 0.0% 0

50

100

150

200

250

300

350

400

0%

20%

40%

60%

80%

100%

FY20

10

FY20

11

FY20

12

FY20

13

FY20

14

FY20

15

% o

f max

imum

Com

bine

d In

cent

ive/

STI a

war

ded1

298.5 291.1

1 The average Combined Incentive as a percentage of maximum for any financial year relates to amounts paid in the September following that financial year end.

2 Underlying NPAT figures are used for this graph. In 2010 and 2013, these are the same as reported Group NPAT figures.

LTI outcomesThe graph below tracks the Company’s TSR over the last three years against the median TSR of the peer comparison group used for the LTI Plan:

TSR performance measured over the last three years

-‐80%

-‐60%

-‐40%

-‐20%

0%

20%

40%

60%

80%

Jul 12

Oct 12

Jan 13

Apr 1

3

Jul 13

Oct 13

Jan 14

Apr 1

4

Jul 14

Oct 14

Jan 15

Apr 1

5

Jul 15

WorleyParsons Limited TSR Analysis 1 July 2012 -‐ 30 June 2015

50th Percen?le 75th Percen?le WorleyParsons

This graph illustrates that growth in the Company’s TSR was below median, which has resulted in a nil vesting for Executives for TSR related LTIgrantedinFY2012(retest)andFY2013.Asvestingwasnotachieved,the TSR performance rights will lapse on 30 September 2015.Over the same three year period, the Company’s EPS growth was below the minimum required to trigger vesting against the EPS performance hurdleforLTIgrantedinFY2013.EPSperformancerightswilllapseon30 September 2015. No retest applies to either measure.

Summary of vested rights

The table below shows the recent history of vesting of Executives’ equity grants: RETESTED % OF TOTAL VALUE PER RIGHT TSR PERCENTILE TSR PERCENTILE CHANGE IN LTI GRANT VESTED/EXERCISED4 GRANT PERFORMANCE PERIOD ACHIEVED1 ACHIEVED2 EPS ACHIEVED3 VESTED/EXERCISED VESTING DATE $

FY2010 01Jul09–30Jun12 60th 10th (4.4%) 42% 30Sep12 25.65FY2011 01Jul10–30Jun13 lowest lowest 3.3% 0% 30Sep13 n/aFY20125 01 Jul 11 – 30 Jun 14 lowest lowest (4.2%) 0% 30 Sep 14 n/aFY2013 01Jul12–30Jun15 8th n/a (17.0%) 0% 30Sep15 n/a

1 Represents the Company’s relative TSR ranking over the initial three year performance period compared to the relevant comparator group.2 Represents the Company’s retested relative TSR ranking over a four year performance period compared to the relevant comparator group. Retesting is no longer allowed.3 Change in EPS achieved is calculated as the compound annual growth rate of EPS over the performance period.4 This amount is based on the volume weighted average price of the Company’s shares for the 10 trading days following the annual results announcement for the year in which the rights

vest (as there is no exercise price payable in respect of equity or cash settled rights).5 EquitygrantedinFY2012undertheEPSmeasurehadanilvestingon30September2014.EquitygrantedundertheretestoftheTSRmeasureisexpectedtohaveanilvestingon

30 September 2015.



Total remuneration outcomesExecutive remuneration is detailed in the following table in accordance with accounting standards. Additional columns have been provided under Actual Remuneration Outcomes. This shows a comparison between remuneration in accordance with accounting standards, actual remuneration awarded during the year and actual remuneration received during the year.Accounting standards require the value of equity based payments to be amortized over the relevant period of performance (or vesting period). The value of equity based payments awarded during the year is determined as a percentage of fixed pay that the Company aims to deliver. This can be found in the Equity Incentive and LTI columns under the remuneration awarded section of Actual Remuneration Outcomes. The full value that was received during the year is determined as the number of performance rights vested times the share price at the end of the period of performance. This can be found under the remuneration received section of Actual Remuneration Outcomes.STATUTORY REMUNERATION OUTCOMES POST‑ OTHER EMPLOYMENT LONG SHORT TERM EMPLOYEE BENEFITS BENEFITS TERM BENEFITS SHARE BASED PAYMENTS

TOTAL REMUNERATION TOTAL EQUITY IN ACCORDANCE CASH NON‑ SHORT TERM INCENTIVE/ WITH SHARE BASED % OF CASH INCENTIVE/ MONETARY CASH AND SUPER‑ LONGSERVICE STIEQUITY LTIEQUITY ACCOUNTING PAYMENTS% VARIABLEPAY MAXIMUM CASHSALARY ALLOWANCES1 CASH STI2 BENEFITS3 BENEFITS ANNUATION LEAVE SETTLED4 SETTLED4 STANDARDS OF TOTAL % OF TOTAL STI AWARD $ $ $ $ $ $ $ $ $ $ REMUNERATION REMUNERATION FORFEITED

EXECUTIVE DIRECTORS

Andrew Wood FY2015 1,581,217 – – 15,978 1,597,195 18,783 26,523 – 237,085 1,879,586 12.6% 12.6% 100.0%

FY2014 1,582,225 – – 13,670 1,595,895 17,775 26,523 35,168 376,666 2,052,027 20.1% 20.1% 100.0%

GROUP EXECUTIVES

Simon Holt FY2015 531,217 – – 14,804 546,021 18,783 9,117 – 76,038 649,959 11.7% 11.7% 100.0%

FY2014 445,225 – – 15,544 460,769 17,775 7,675 17,125 71,573 574,917 15.4% 15.4% 100.0%

Filippo Abba10 FY2015 153,147 – – 164,415 317,562 6,126 – – 135,695 459,383 29.5% 29.5% N/A

Christopher Parker FY2015 563,704 – – 13,067 576,771 17,231 – – 65,756 659,758 10.0% 10.0% 100.0%

FY2014 79,333 – – 1,989 81,322 2,854 – – 8,431 92,607 9.1% 9.1% 100.0%

David Steele FY2015 881,217 – – 97,616 978,833 18,783 14,919 – 63,367 1,075,902 5.9% 5.9% 100.0%

FY2014 877,005 18,690 – 61,751 957,446 32,070 14,919 31,206 208,696 1,244,337 19.3% 19.3% 100.0%

FORMER GROUP EXECUTIVES

Randy Karren11 FY2015 459,525 – – 7,903 467,428 11,716 – – 50,983 530,127 9.6% 9.6% 100.0%

FY2014 609,209 – – 12,619 621,828 15,533 – 27,288 122,828 787,477 19.1% 19.1% 100.0%

Ian Wilkinson12 FY2015 365,282 – – 8,595 373,877 12,895 5,984 – 69,109 461,865 15.0% 15.0% 100.0%

FY2014 99,336 – – 2,314 101,650 – 1,639 5,588 12,538 121,415 14.9% 14.9% 100.0%

Barry Bloch13 FY2014 585,386 – – 11,520 596,906 25,721 9,816 17,490 69,717 719,650 12.1% 12.1% 100.0%

Stuart Bradie14 FY2014 1,191,472 – – 607,251 1,798,723 119,147 – (44,657) (516,969) 1,356,244 (41.4%) (41.4%) 100.0%

Iain Ross13 FY2014 943,156 – – 382,672 1,325,828 94,315 – 16,954 216,853 1,653,950 14.1% 14.1% 100.0%

Total FY2015 4,535,309 – – 322,378 4,857,687 104,317 56,543 – 698,033 5,716,580

remuneration FY2014 6,412,347 18,690 – 1,109,330 7,540,367 325,190 60,572 106,162 570,333 8,602,624

These footnotes apply to the table on pages 60 and 61.1 This includes assignment uplifts and market adjustments.2 The amount relates to the Cash Incentive portion of the Combined Incentive Plan.3 Non‑monetary benefits include benefits such as expatriate benefits (i.e. housing, home leave etc.), health insurance, car parking, company cars or car allowances, fringe benefits tax, tax

advisory services and life insurance. In some cases, these are at the election of the Executives i.e. they are salary sacrificed.4 This remuneration includes a proportion of the fair value of equity compensation granted or outstanding during the year. The fair value of equity instruments is determined based on the

fair value at grant date and is expensed progressively over the vesting period. The amount included as remuneration is not indicative of the benefit (if any) that individual Executives may ultimately realize should the equity instruments vest.

5 This is the total of superannuation received and long service leave benefits accrued during reporting period.6 Remuneration awarded during reporting period but deferred for future periods includes equity awards granted under the Combined Incentive Plan and LTI Plans which may vest and

become available to Executives in future periods. A grant value based on fixed pay (as defined on page 55) multiplied by the incentive plan payout percentage approved by the Board hasbeenincluded;thisisnotindicativeofthebenefit(ifany)thatindividualExecutivesmayultimatelyrealizeshouldtheequityinstrumentsvest.

7 The Employee Share Purchase Plan allows all permanent employees in select countries the opportunity to purchase up to $5,000 worth of shares per annum. The Company will provide an additional share for every five shares purchased and held for three years.

8 The amount relates to the Equity Incentive portion of the Combined Incentive Plan.9 Remuneration received in reporting period from previous periods includes equity awards granted under the incentive plans in previous years which vested during reporting period.

The Equity Incentive/Deferred STI and LTI value reflects the actual value realized by the Executive.10 Remuneration is disclosed to the extent that it relates to Mr Abba’s employment in the capacity of an Executive, which commenced on 1 April 2015.11 Mr Karren retired from the Company effective 31 March 2015 and ceased to be an Executive on that date. In addition to the amounts disclosed above, payment of annual leave on

cessation amounted to CAD118,778. No termination payments were made to Mr Karren. The Board exercised their discretion to allow him to retain a pro‑rata portion of unvested equity subject to the original time and performance hurdles.

12 Remuneration is disclosed to the extent that it relates to Mr Wilkinson’s employment in the capacity of an Executive, which began 1 May 2014 and ceased on 6 February 2015. Share based payments are disclosed to the extent they relate to his employment in the capacity of an Executive.

13 Remuneration is disclosed to the extent that it relates to Mr Bloch’s and Mr Ross’ employment in the capacity of an Executive, which ceased on 1 May 2014.14 Remuneration is disclosed to the extent that it relates to Mr Bradie’s employment in the capacity of an Executive, which ceased on 8 April 2014.


ACTUAL REMUNERATION OUTCOMES AWARDED AND RECEIVED DURING AWARDED DURING REPORTING PERIOD RECEIVED DURING REPORTING PERIOD REPORTING PERIOD DEFERRED FOR FUTURE PERIODS6 DEFERRED FROM PREVIOUS PERIODS9

TOTAL TOTAL EMPLOYEE REMUNERATION REMUNERATION SHORT TERM SHARE EQUITYINCENTIVE/ AWARDED DURING EQUITYINCENTIVE/ RECEIVED DURING CASH AND BENEFITS OTHER BENEFITS5 PURCHASE PLAN7 DEFERRED STI8 LTI REPORTING PERIOD DEFERRED STI LTI REPORTING PERIOD $ $ $ $ $ $ $ $ $

EXECUTIVE DIRECTORS

Andrew Wood FY2015 1,597,195 45,306 – – 1,360,011 3,002,512 – – 1,642,501

FY2014 1,595,895 44,298 – – 1,360,018 3,000,211 59,264 – 1,699,457

GROUP EXECUTIVES

Simon Holt FY2015 546,021 27,900 – – 220,002 793,923 – 29,585 603,506

FY2014 460,769 25,450 – – 185,196 671,415 28,858 – 515,077

Filippo Abba10 FY2015 317,562 6,126 – – 1,067,531 1,391,219 – – 323,688

Christopher Parker FY2015 576,771 17,231 – – 369,039 963,041 – 33,968 627,970

FY2014 81,322 2,854 – – – 84,176 – – 84,176

David Steele FY2015 978,833 33,702 – – 675,005 1,687,540 – – 1,012,535

FY2014 957,446 46,989 – – 674,989 1,679,424 52,588 – 1,057,023


Randy Karren11 FY2015 467,428 11,716 – – 238,858 718,002 – 63,282 542,426

FY2014 621,828 15,533 149 – 248,945 886,455 45,446 – 682,807

Ian Wilkinson12 FY2015 373,877 18,879 – – 443,925 836,681 – 56,932 449,688

FY2014 101,650 1,639 – – – 103,289 32,346 – 135,635

Barry Bloch13 FY2014 596,906 35,537 – – 283,621 916,064 37,203 – 669,646

Stuart Bradie14 FY2014 1,798,723 119,147 – – 903,616 2,821,486 2,544 – 1,920,414

Iain Ross13 FY2014 1,325,828 94,315 – – 786,815 2,206,958 1,942 – 1,422,085

Total FY2015 4,857,687 160,860 – – 4,374,371 9,392,918 – 183,767 5,202,314

remuneration FY2014 7,540,367 385,762 149 – 4,443,200 12,369,478 260,191 – 8,186,320



Details of vested and outstanding rights over the last five years FAIR FAIR VALUE VALUE VESTING PER RIGHT OF GRANT DATE/ VALUE VALUE VALUE NUMBER OF (AT GRANT (AT GRANT FIRST NUMBER OF RIGHTS NUMBER OF RIGHTS NUMBER OF RIGHTS % OF RIGHTS DATE)2 DATE)3 EXERCISE EXPIRY OF RIGHTS VESTED4 OF RIGHTS EXERCISED4 OF RIGHTS LAPSED6 RIGHTS PLAN DATE OF GRANT GRANTED1 $ $ DATE DATE VESTED $ EXERCISED $ LAPSED5 $ LAPSED

EXECUTIVE DIRECTOR

Andrew Wood LTI 30 Oct 14 83,232 8.62 717,460 30 Sep 18 30 Oct 21 – – – – – – 0.0%

24 Oct 13 60,688 13.59 824,750 30 Sep 17 24 Oct 20 – – – – – – 0.0%

23 Oct 12 53,084 15.76 836,604 30 Sep 16 18 Oct 19 – – – – – – 0.0%

17 Oct 11 23,702 17.69 419,288 30 Sep 14 17 Oct 18 – – – – 9,480 154,902 40.0%

15 Oct 10 25,387 16.93 429,802 30 Sep 14 15 Oct 17 – – – – 25,387 476,479 100.0%

Deferred Equity STI 01 Oct 12 2,947 27.70 81,632 30 Jun 13 30 Jun 19 2,947 57,741 2,947 57,741 – – 0.0%

01 Oct 12 2,947 27.70 81,632 30 Jun 14 30 Jun 19 2,947 50,606 2,947 50,606 – – 0.0%

GROUP EXECUTIVES

Filippo Abba LTI 01 Apr 15 11,333 5.37 60,858 30 Sep 18 01 Apr 22 – – – – – – 0.0%

01 Apr 15 26,641 7.82 208,333 30 Sep 17 01 Apr 22 – – – – – – 0.0%

01 Apr 15 26,641 8.40 223,784 30 Sep 16 01 Apr 22 – – – – – – 0.0%

01 Apr 15 26,641 9.02 240,302 30 Sep 15 01 Apr 22 – – – – – – 0.0%

Simon Holt LTI 30 Oct 14 13,464 8.62 116,060 30 Sep 18 30 Oct 21 – – – – – – 0.0%

24 Oct 13 8,264 13.59 112,308 30 Sep 17 24 Oct 20 – – – – – – 0.0%

08 Feb 13 4,337 17.25 74,813 30 Sep 15 18 Oct 19 – – – – – – 0.0%

17 Oct 11 2,842 19.14 54,396 30 Sep 14 17 Oct 18 2,842 46,438 2,842 46,438 – – 0.0%

15 Oct 10 3,268 16.93 55,327 30 Sep 14 15 Oct 17 – – – – 3,268 61,335 100.0%


01 Oct 12 1,435 27.70 39,750 30 Jun 14 30 Jun 19 1,435 24,642 1,435 24,642 – – 0.0%

Christopher Parker7 LTI 30 Oct 147 18,522 8.62 159,660 30 Sep 18 30 Oct 21 – – – – – – 0.0%

30 Oct 147 4,063 11.42 46,399 30 Sep 17 30 Oct 21 – – – – – – 0.0%

08 Feb 13 4,310 17.25 74,348 30 Sep 15 18 Oct 19 – – – – – – 0.0%

17 Oct 11 3,263 19.14 62,454 30 Sep 14 17 Oct 18 3,263 53,317 3,263 53,317 – – 0.0%

15 Oct 10 1,821 16.93 30,830 30 Sep 14 15 Oct 17 – – – – 1,821 29,755 100.0%

David Steele LTI 30 Oct 14 41,310 8.62 356,092 30 Sep 18 30 Oct 21 – – – – – – 0.0%

24 Oct 13 30,120 13.59 409,331 30 Sep 17 24 Oct 20 – – – – – – 0.0%

08 Feb 13 13,174 15.39 202,748 30 Sep 16 18 Oct 19 – – – – – – 0.0%

08 Feb 13 13,173 15.13 199,307 30 Sep 15 18 Oct 19 – – – – – – 0.0%

17 Oct 11 21,315 17.69 377,062 30 Sep 14 17 Oct 18 – – – – 8,526 139,314 40.0%

15 Oct 10 16,049 16.93 271,710 30 Sep 14 15 Oct 17 – – – – 16,049 301,217 100.0%


01 Oct 12 2,615 27.70 72,436 30 Jun 14 30 Jun 19 2,615 44,905 2,615 44,905 – – 0.0%


Randy Karren9 LTI 30 Oct 14 14,618 8.62 126,007 30 Sep 18 30 Oct 21 – – – – 11,876 115,135 81.2%

24 Oct 13 11,102 13.59 150,876 30 Sep 17 24 Oct 20 – – – – 6,246 60,554 56.3%

08 Feb 13 4,566 15.39 70,271 30 Sep 16 18 Oct 19 – – – – 1,428 13,844 31.3%

08 Feb 13 4,565 15.13 69,068 30 Sep 15 18 Oct 19 – – – – 380 3,684 8.3%

17 Oct 11 6,079 19.14 116,352 30 Sep 14 17 Oct 18 6,079 99,331 6,079 99,331 – – 0.0%

15 Oct 10 8,717 16.93 147,579 30 Sep 14 15 Oct 17 – – – – 8,717 163,603 100.0%


01 Oct 12 2,261 27.70 62,630 30 Jun 14 30 Jun 19 2,261 38,826 2,261 38,826 – – 0.0%

Employee Share 15 May 14 9 16.57 149 15 May 17 15 May 17 – – – – 9 87 100.0%

Purchase Plan8 15 May 13 40 24.05 962 15 May 16 15 May 16 – – – – 40 388 100.0%

Ian Wilkinson7 LTI 30 Oct 147 22,032 8.62 189,916 30 Sep 18 30 Oct 21 – – – – – – 0.0%

30 Oct 147 5,136 11.42 58,653 30 Sep 17 30 Oct 21 – – – – – – 0.0%

08 Feb 13 5,746 17.25 99,119 30 Sep 15 18 Oct 19 – – – – – – 0.0%

17 Oct 11 5,469 19.14 104,677 30 Sep 14 17 Oct 18 5,469 89,363 5,469 89,363 – – 0.0%

15 Oct 10 2,802 16.93 47,438 30 Sep 14 15 Oct 17 – – – – 2,802 45,784 100.0%



FAIR FAIR VALUE VALUE VESTING PER RIGHT OF GRANT DATE/ VALUE VALUE VALUE NUMBER OF (AT GRANT (AT GRANT FIRST NUMBER OF RIGHTS NUMBER OF RIGHTS NUMBER OF RIGHTS % OF RIGHTS DATE)2 DATE)3 EXERCISE EXPIRY OF RIGHTS VESTED4 OF RIGHTS EXERCISED4 OF RIGHTS LAPSED6 RIGHTS PLAN DATE OF GRANT GRANTED1 $ $ DATE DATE VESTED $ EXERCISED $ LAPSED5 $ LAPSED

FORMER GROUP EXECUTIVES (continued)

Barry Bloch10 LTI 24 Oct 13 12,656 13.59 171,995 30 Sep 17 24 Oct 20 – – – – – – 0.0%

08 Feb 13 5,534 15.39 85,168 30 Sep 16 18 Oct 19 – – – – – – 0.0%

08 Feb 13 5,535 15.13 83,745 30 Sep 15 18 Oct 19 – – – – – – 0.0%

17 Oct 11 10,231 17.69 180,986 30 Sep 14 17 Oct 18 – – – – – – 0.0%

01 Oct 12 2,030 27.70 56,231 30 Jun 13 30 Jun 19 2,030 39,774 2,030 39,774 – – 0.0%

01 Oct 12 2,029 27.70 56,203 30 Jun 14 30 Jun 19 2,029 34,842 2,029 34,842 – – 0.0%

Stuart Bradie11 LTI 24 Oct 13 40,322 13.59 547,976 30 Sep 17 24 Oct 20 – – – – 40,322 613,334 100.0%

08 Feb 13 16,536 15.39 254,489 30 Sep 16 18 Oct 19 – – – – 16,536 251,527 100.0%

08 Feb 13 16,536 15.13 250,190 30 Sep 15 18 Oct 19 – – – – 16,536 251,527 100.0%

17 Oct 11 21,495 17.69 380,247 30 Sep 14 17 Oct 18 – – – – 21,495 326,958 100.0%

15 Oct 10 28,374 16.93 480,372 30 Sep 14 15 Oct 17 – – – – 28,374 254,357 100.0%

09 Oct 09 19,361 19.27 373,086 30 Sep 14 15 Oct 17 8,131 208,560 8,131 208,560 11,230 288,041 58.0%


01 Oct 12 2,556 27.70 70,801 30 Jun 14 30 Jun 19 – – – – 2,556 38,879 100.0%

Iain Ross10 LTI 24 Oct 13 35,110 13.59 477,145 30 Sep 17 24 Oct 20 – – – – – – 0.0%

08 Feb 13 14,398 15.39 221,585 30 Sep 16 18 Oct 19 – – – – – – 0.0%

08 Feb 13 14,399 15.13 217,857 30 Sep 15 18 Oct 19 – – – – – – 0.0%

17 Oct 11 19,922 17.69 352,420 30 Sep 14 17 Oct 18 – – – – – – 0.0%

15 Oct 10 26,324 16.93 445,665 30 Sep 14 15 Oct 17 – – – – 10,529 235,979 40.0%

09 Oct 09 19,316 19.27 372,219 30 Sep 14 15 Oct 17 8,113 208,098 8,113 208,098 11,203 287,348 58.0%


01 Oct 12 1,951 27.70 54,043 30 Jun 14 30 Jun 19 1,951 33,503 – – – – 0.0%

NON‑EXECUTIVE DIRECTORS – EARNED WHILE AN EXECUTIVE

John Grill9 LTI 17 Oct 11 67,639 17.69 1,196,534 30 Sep 14 17 Oct 18 – – – – 49,828 1,208,536 73.7%

15 Oct 10 69,450 16.93 1,175,789 30 Sep 14 15 Oct 17 – – – – 69,450 1,429,617 100.0%


01 Oct 12 12,178 27.70 337,331 30 Jun 14 30 Jun 19 12,178 209,121 12,178 209,121 – – 0.0%

Total vested 88,975 2,176,561 88,975 1,718,642 87,024 1,685,139 – –

Total lapsed 374,088 6,169,164 – – – – 374,088 6,752,184

Total outstanding 665,234 8,263,300 – – – – – –

Total 1,128,297 16,609,025 88,975 1,718,642 87,024 1,685,139 374,088 6,752,184

1 The service and performance criteria for the rights are discussed in the LTI Plan section on page 57. Each right entitles the holder to one fully paid ordinary share in the Company at a nil exercise price (i.e. a zero exercise price option). Where rights were granted prior to commencement as Executives, the service and performance criteria are aligned with those discussed in the Combined Incentive Plan section on page 56.

2 Fair value per right at grant date is independently determined using an appropriate option pricing model in accordance with AASB 2 Share‑based Payment that takes into account the exercise price, the term of the right, the vesting and performance criteria, the impact of dilution, the non‑tradeable nature of the right, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk‑free interest rate for the term of the right. This amount represents the actual cost to the Company. A Monte Carlo simulation is used for the relative TSR portion and a Black‑Scholes model is used for the EPS portion.

3 Total fair value at grant is calculated by multiplying the fair value per right by the number of rights granted. This does not represent the actual value the Executive will derive from the grant, which will depend on the achievement of performance hurdles measured over the vesting period. The maximum value of the rights granted has been estimated based on the fair value per right. The minimum total value of the rights granted, if the applicable performance hurdles are not met, is nil.

4 This amount is based on the volume weighted average price of the Company’s shares for the five or 10 trading days following the annual results announcement for the year in which the rights vest (as there is no exercise price payable in respect of equity or cash settled rights) or following the end of the relevant financial year, as applicable.

5 The number of rights lapsed represents rights lapsed due to performance hurdles not being met (including those with a testing date of 30 June 2015) and/or rights lapsed on cessation of employment.

6 Based on the measurement of the relevant performance hurdles, this total value may be an accumulation of values for rights lapsed over multiple periods.7 The value of the rights issues to Mr Parker and Mr Wilkinson are disclosed on page 60 to the extent that they were granted during their term as an Executive. Mr Parker and

Mr Wilkinson were granted Rights in the Combined Incentive Plan prior to them becoming KMP.8 The fair value at grant for matching bonus entitlements under the Employee Share Purchase Plan is calculated as the weighted average market price over the plan year.9 Mr Grill and Mr Karren received rights as part of their employment with the Company prior to their retirement effective 23 October 2012 and 31 March 2015 respectively. Board

approval was received for retention of a pro‑rated number of rights under the original terms of the grant including performance measures and vesting dates. This is consistent with the Company’s practice in relation to unvested LTI held by retiring employees. Full details are disclosed on page 58. Rights lapsed on Mr Grill’s and Mr Karren’s retirement have been valued based on the volume weighted average price of the Company’s shares for the 10 trading days up to and including their retirement dates.

10 Mr Bloch’s and Mr Ross’ employment in the capacity of an Executive ceased on 1 May 2014.11 Mr Bradie ceased employment with the Company on 30 May 2014, at which time all unvested equity awards lapsed.

All vested rights are exercisable. There are no vested and unexercisable rights.



EXECUTIVE INTERESTS IN SHARES AND PERFORMANCE RIGHTSExecutives’ beneficial interests in shares and performance rights granted as at 30 June 2015 are detailed in the below table. The service and performance criteria for the rights are discussed in the Combined Incentive Plan and LTI Plan sections on pages 56 and 57.NUMBER OF SHARES AND PERFORMANCE RIGHTS HELD IN WORLEYPARSONS LIMITED GRANTED PERFORMANCE ON EXERCISE OF CHANGE IN OTHER BALANCE AT RIGHTS PERFORMANCE STATUS TRANSACTIONS BALANCE AT TYPE 1 JULY 2014 2014/15 RIGHTS 2014/15 2014/15 30 JUNE 2015

EXECUTIVE DIRECTOR

Andrew Wood Shares 838,618 n/a 2,947 15,000 856,565

Rights 155,654 83,232 (2,947) – (24,713) 211,226

GROUP EXECUTIVES

Filippo Abba1 Shares – n/a – – – –

Rights – 91,256 – – – 91,256

Simon Holt Shares 5,487 n/a 2,842 – – 8,329

Rights 17,404 13,464 (2,842) – (1,961) 26,065

Christopher Parker Shares 1,977 n/a 3,263 – (895) 4,345

Rights 9,394 22,585 (3,263) (1,821) 26,895

David Steele Shares 121,879 n/a – – 4,200 126,079

Rights 87,412 41,310 – – (18,156) 110,566


Randy Karren2 Shares 77,620 n/a 8,340 (85,960) – –

Rights 33,853 14,618 (8,340) (40,131) – –

Ian Wilkinson3 Shares 69,538 n/a 7,155 (76,693) – –

Rights 14,017 27,168 (7,155) (34,030) – –

Grand Total Shares 1,115,119 n/a 24,547 (162,653) 18,305 995,318

Rights 317,734 293,633 (24,547) (74,161) (46,651) 466,008

1 Mr Abba commenced in the role as an Executive effective 1 April 2015.2 Mr Karren received exchangeable shares as part of the Colt Group consideration. He retired from the Company effective 31 March 2015.3 Mr Wilkinson ceased to be an Executive effective 6 February 2015.

EMPLOYMENT ARRANGEMENTSThe key aspects of Executive contracts are outlined below: CONTRACT NON‑COMPETE NOTICE DURATION CLAUSES PERIODS1

EXECUTIVE DIRECTOR

Andrew Wood Unlimited 12 months 12 months

GROUP EXECUTIVES

Filippo Abba Unlimited 12 months 6 months

Simon Holt Unlimited 12 months 6 months

Christopher Parker Unlimited 12 months 6 months

David Steele Unlimited 12 months 6 months

1 Notice period required to be given by the KMP to the Group is the same as the notice period required to be given by the Group to the KMP upon termination of employment.

The contracts include the components of remuneration which are to be paid to Executives, and provide for an annual review, but do not prescribe how remuneration levels are to be modified from year to year.In the event of termination, all Executives are generally entitled to receive their statutory leave entitlements. In relation to incentive plans upon termination, where an Executive resigns, the Combined Incentive is paid only if the Executive is employed on the date of payment (which is subsequent to the performance year).

In accordance with the plan rules, the Board retains discretion on the treatment of both vested and unvested equity in all instances of separation as outlined in the Combined Incentive Plan and the LTI Plan details on pages 56 and 57. In exercising such discretion, this is typically on a pro‑rata basis and subject to the original performance requirements and timing.At the October 2013 Annual General Meeting (AGM), the Board sought and received approval from shareholders, where discretion was applied for the retention of LTI following cessation of employment for the value of LTI to be disregarded when calculating the relevant participant’s cap for the purposes of section 200F(2)(b) or section 200G(1)(c) of the Act.Mr Karren ceased to be KMP of WorleyParsons following his retirement from 31 March 2015. No benefit was payable to Mr Karren in connection with his retirement as an employee of the Company. However, in accordance with the LTI plan rules a pro‑ration of his unvested Performance Rights was approved by the Board in December 2014, and the pro‑rated unvested equity will remain in place subject to the original performance and timing hurdles. Details are provided on page 62.Mr Abba received hurdled performance rights as detailed on page 62 upon his commencement, recognizing benefits he was giving up with his prior employer. The equity award was structured with specific targets related to his personal performance and the ongoing performance of the Improve business line.


4. NON‑EXECUTIVE DIRECTOR REMUNERATIONNON‑EXECUTIVE DIRECTORSThis section outlines the remuneration arrangements in place for the Company’s Non‑Executive Directors (NEDs). All directors held office for thewholeofFY2015,exceptwhereotherwisestated.TheNEDsforFY2015arelistedbelow:NAME POSITION COUNTRY OF RESIDENCE

John Grill Chairman Australia

Ron McNeilly Deputy Chairman and Lead Independent Director Australia

Larry Benke Director Canada

Erich Fraunschiel Director Australia

John M Green Director Australia

Christopher Haynes Director United Kingdom

Catherine Livingstone Director Australia

Wang Xiao Bin Director Hong Kong

GUIDING PRINCIPLESThe principles of fairness and shareholder alignment are reflected through the Company’s commitment to setting NED fees at a level which remains market competitive, while ensuring they reflect the caliber of directors required to address the significant strategic and operational challenges faced by the Company, domestically and abroad.For the fourth consecutive year, there will be no increase in annual fees for NEDs in FY2016.The aggregate amount of fees (which include Board and Committee fees) that may be paid to NEDs in any year is capped at the level approved by shareholders. The current maximum aggregate amount of $3.25 million per annum was approved by shareholders at the 2012 AGM. Of the aggregate annual fee pool, 69% ($2.23 million) was utilized during FY2015(76%($2.47million)forFY2014).NEDsdonotreceiveperformance related payments.REMUNERATION STRUCTUREBoard and Committee fees

BoardandCommitteefeesforFY2015andFY2016aresetoutbelow.These amounts are inclusive of superannuation contributions made on behalf of NEDs in accordance with the Company’s statutory obligations.ROLE FY2015 AND FY2016 ANNUAL FEES

Chairman1,2 $520,000

Deputy Chairman and Lead Independent Director1 $312,000

Other NED $194,000

Chairman of Audit and Risk Committee $47,000

Member of Audit and Risk Committee $26,000

Chairman of Remuneration Committee $37,000

Member of Remuneration Committee $21,000

Chairman of Health, Safety and Environment Committee $30,000

Member of Health, Safety and Environment Committee $12,000

Chairman/Member of Nominations Committee nil

1 The Chairman of the Board and Deputy Chairman and Lead Independent Director do not receive additional fees for Committees, of which they may be a member.

2 Mr Grill agreed to a temporary decrease in the Chairman fee from $520,000 to $460,000perannumforFY2014andFY2015.

Other benefits

NEDs are eligible to receive travel allowances of $5,000 per trip for overseas business related travel including attendance at Board meetings and site visits. NEDs are also entitled to be reimbursed for all business related expenses, including travel, incurred in the discharge of their obligations.The Company does not pay retirement benefits to NEDs, except where required by legislation.

From time to time, the Board may determine special fees for additional dutiesundertakenbydirectors.NosuchfeeswerepaidinFY2015.REMUNERATION OUTCOMESRemunerationoftheNEDsforFY2015andFY2014issetoutbelow: SHORT TERM POST‑ SHARE EMPLOYEE EMPLOYMENT BASED BENEFITS PAYMENT

EQUITY INCENTIVE TRAVEL SUPER‑ STI/CASH FEES ALLOWANCES ANNUATION1 SETTLED TOTAL $ $ $ $ $

John Grill

FY2015 441,217 5,000 18,783 – 465,000

FY2014 442,216 5,000 17,775 32,8812 497,872

Ron McNeilly

FY2015 293,217 – 18,783 – 312,000

FY2014 294,260 5,000 17,734 – 316,994

Larry Benke

FY2015 232,000 30,000 – – 262,000

FY2014 212,102 25,000 – – 237,102

Erich Fraunschiel

FY2015 222,342 5,000 18,658 – 246,000

FY2014 224,264 5,000 16,732 – 245,996

John M Green

FY2015 212,282 – 18,718 – 231,000

FY2014 214,405 5,000 16,591 – 235,996

Christopher Haynes

FY2015 224,000 30,000 – – 254,000

FY2014 223,996 30,000 – – 253,996

Catherine Livingstone

FY2015 201,726 – 18,274 – 220,000

FY2014 203,560 5,000 16,436 – 224,996

JB McNeil3

FY2015 – – – – –

FY2014 182,600 20,000 – – 202,600

Wang Xiao Bin

FY2015 201,726 20,000 18,274 – 240,000

FY2014 203,560 35,000 16,436 254,996

Total remuneration

FY2015 2,028,510 90,000 111,490 – 2,230,000

FY2014 2,200,963 135,000 101,704 32,881 2,470,548

1 Superannuation contributions are made on behalf of the NEDs in accordance with the Company’s statutory superannuation obligations. In some cases, the amounts in this tablearelowerthantheannualizedsuperannuationguaranteecap(Cap).InFY2014,NEDs were paid every second month and the legislation requires the Cap to apply quarterly. The lower amount results from those quarters in which only one payment was made and it is lower than the quarterly cap.

2 Mr Grill received Deferred Equity STI rights in 2012 half vested after 12 months and half after 24 months. The plan provided dividend equivalent payments disclosed in FY2014.

3 Mr McNeil retired as a director on 3 April 2014.



NED INTERESTS IN SHARES AND PERFORMANCE RIGHTSNED beneficial interests in shares and performance rights of the Company as at 30 June 2015 are detailed in the below table. The service and performance criteria for the rights are discussed in the LTI Plan section on page 57.NUMBER OF SHARES AND PERFORMANCE RIGHTS HELD IN WORLEYPARSONS LIMITED ON EXERCISE OF PERFORMANCE PURCHASE/ BALANCE AT TYPE BALANCE AT 1 JULY 2014 RIGHTS (SALE) (LAPSES) 30 JUNE 2015

John Grill1 Shares 25,372,173 – – – 25,372,173

Rights 61,850 – – (44,039) 17,811

Ron McNeilly Shares 401,064 – 41,500 – 442,564

Larry Benke2 Shares 1,133,383 – – – 1,133,383

Erich Fraunschiel Shares 168,755 – 30,000 – 198,755

John M Green Shares 891,869 – – – 891,869

Christopher Haynes Shares 11,945 – – – 11,945

Catherine Livingstone Shares 13,000 – – – 13,000

Wang Xiao Bin Shares 11,000 – – – 11,000

1 Mr Grill received rights as part of his employment with the Company prior to his retirement effective 23 October 2012. In 2011, shareholders approved that Mr Grill’s performance rights should be cash settled.

2 Mr Benke received exchangeable shares as part of the Colt Group consideration upon acquisition in 2007.

NED minimum shareholding requirementA minimum shareholding requirement exists to provide alignment between director and shareholder interests. Each NED must build a holding of the Company’s ordinary shares equivalent in value to that director’s annual fee. For the purpose of this test, the value of shares is calculated using the number of shares held at 30 June 2015 multiplied by the volume weighted average price of the Company’s shares up to and including 30 June 2015 ($10.414) or purchase price if higher. NEDs are expected to comply with this requirement within their first full term of three years as a director. All NEDs currently comply with the minimum shareholding requirement.This Directors’ Report (including Remuneration Report) is made in accordance with a resolution of the directors.

JOHN GRILL AO ChairmanSydney, 26 August 2015


STATEMENT OF FINANCIAL PERFORMANCEFor the financial year ended 30 June 2015

CONSOLIDATED

2015 2014 NOTES $’M $’M

REVENUE AND OTHER INCOMEProfessional services revenue 5,517.9 5,715.6Procurement revenue 2,370.9 2,956.2Construction and fabrication revenue 857.9 888.7Interest income 6.6 5.3Other 4.2 16.7

Total revenue and other income 4 8,757.5 9,582.5

EXPENSESProfessional services costs (5,118.8) (5,180.9)Procurement costs (2,360.0) (2,949.2)Construction and fabrication costs (775.3) (837.9)Global support costs (151.9) (199.0)Other 5 (268.6) –Borrowing costs (62.0) (64.9)

Total expenses (8,736.6) (9,231.9)

Share of net profits of associates accounted for using the equity method 21(C) 10.8 18.0

Profit before income tax expense 31.7 368.6Income tax expense 6(A) (70.7) (100.0)

(Loss)/profit after income tax expense (39.0) 268.6

(Loss)/profit after income tax expense attributable to:Members of WorleyParsons Limited (54.9) 249.1Non‑controlling interests 15.9 19.5 Basic (loss)/earnings per share (cents) 16 (22.2) 101.0Diluted (loss)/earnings per share (cents) 16 (22.2) 100.3

The above Statement of Financial Performance should be read in conjunction with the accompanying notes.


STATEMENT OF COMPREHENSIVE INCOMEFor the financial year ended 30 June 2015

CONSOLIDATED

2015 2014 $’M $’M

(Loss)/profit after income tax expense (39.0) 268.6 Items that may be reclassified in future periods to the Statement of Financial Performance Net movement in foreign currency translation reserve 95.9 (26.5)Net movement in hedge reserve (0.3) (5.9)

Total comprehensive income, net of tax 56.6 236.2

Total comprehensive income, net of tax, attributable to:Members of WorleyParsons Limited 32.3 214.7Non‑controlling interests 24.3 21.5

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.


STATEMENT OF FINANCIAL POSITIONAs at 30 June 2015

CONSOLIDATED

2015 2014 NOTES $’M $’M

ASSETSCurrent assetsCash and cash equivalents 7 381.9 365.8Trade receivables 8 1,918.1 1,883.7Other receivables 8 224.8 193.1Income tax receivable 60.8 1.4Prepayments 113.3 86.3Derivatives 18 0.9 1.6Assets held for sale 23 – 30.9

Total current assets 2,699.8 2,562.8

Non‑current assetsIntangible assets 10 2,090.3 2,029.2Derivatives 18 73.6 26.8Equity accounted associates 21(B) 116.2 115.5Property, plant and equipment 28 107.2 115.7Deferred tax assets 29(A) 212.3 195.6Other non‑current assets 1.7 3.9

Total non‑current assets 2,601.3 2,486.7

TOTAL ASSETS 5,301.1 5,049.5

LIABILITIESCurrent liabilitiesTrade and other payables 9 1,350.1 1,331.7Provisions 11 487.9 426.5Interest bearing loans and borrowings 13 25.5 4.2Income tax payable 13.4 47.8Derivatives 18 2.9 5.6Liabilities held for sale 23 – 19.4

Total current liabilities 1,879.8 1,835.2

Non‑current liabilitiesInterest bearing loans and borrowings 13 1,210.4 871.8Deferred tax liabilities 29(B) 115.7 122.3Provisions 11 48.1 35.3Trade and other payables 9 29.5 –

Total non‑current liabilities 1,403.7 1,029.4

TOTAL LIABILITIES 3,283.5 2,864.6

NET ASSETS 2,017.6 2,184.9

EQUITYIssued capital 14 1,255.0 1,239.7Reserves 15 (111.0) (195.8)Retained profits 873.0 1,137.7

Parent entity interest 2,017.0 2,181.6Non‑controlling interests 0.6 3.3

TOTAL EQUITY 2,017.6 2,184.9

The above Statement of Financial Position should be read in conjunction with the accompanying notes.


STATEMENT OF CHANGES IN EQUITYFor the financial year ended 30 June 2015

CONSOLIDATED

FOREIGN CURRENCY PERFORMANCE PARENT NON‑ ISSUED RETAINED TRANSLATION HEDGE RIGHTS ACQUISITION ENTITY CONTROLLING CAPITAL PROFITS RESERVE RESERVE RESERVE RESERVE INTEREST INTERESTS TOTAL $’M $’M $’M $’M $’M $’M $’M $’M $’M

As at 1 July 2014 1,239.7 1,137.7 (246.5) 11.0 49.3 (9.6) 2,181.6 3.3 2,184.9

(Loss)/profit after income tax expense – (54.9) – – – – (54.9) 15.9 (39.0)Foreign exchange movement on translation of foreign controlled entities and associates – – 94.0 – – – 94.0 8.4 102.4Net investments hedged – – (9.3) – – – (9.3) – (9.3)Income tax on net investments hedged – – 2.8 – – – 2.8 – 2.8Net gain on foreign exchange hedges – – – 0.7 – – 0.7 – 0.7Income tax on net gain on foreign exchange hedges – – – (0.1) – – (0.1) – (0.1)Fair value loss on mark to market of cross currency hedge – – – (2.8) – – (2.8) – (2.8)Income tax on fair value loss on mark to market of cross currency hedge – – – 0.8 – – 0.8 – 0.8Disposal of interest rate hedges – – – 1.1 – – 1.1 – 1.1

Total comprehensive (loss)/income, net of tax – (54.9) 87.5 (0.3) – – 32.3 24.3 56.6

Transactions with ownersShare based payments expense – – – – 13.6 – 13.6 – 13.6Reversal of performance rights expense associated with rights which do not vest based on earnings per share (EPS) hurdles – – – – (0.7) – (0.7) – (0.7)Transfer to issued capital on purchase and issuance of shares to satisfy performance rights 15.3 – – – (15.3) – – – –Acquisition of interest from non‑controlling interests – – – – – – – – –Dividends paid – (209.8) – – – – (209.8) (27.0) (236.8)

As at 30 June 2015 1,255.0 873.0 (159.0) 10.7 46.9 (9.6) 2,017.0 0.6 2,017.6

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.


STATEMENT OF CHANGES IN EQUITYFor the financial year ended 30 June 2015

CONSOLIDATED

FOREIGN CURRENCY PERFORMANCE PARENT NON‑ ISSUED RETAINED TRANSLATION HEDGE RIGHTS ACQUISITION ENTITY CONTROLLING CAPITAL PROFITS RESERVE RESERVE RESERVE RESERVE INTEREST INTERESTS TOTAL $’M $’M $’M $’M $’M $’M $’M $’M $’M

As at 1 July 2013 1,238.5 1,098.2 (218.0) 16.9 32.9 (9.6) 2,158.9 34.0 2,192.9

Profit after income tax expense – 249.1 – – – – 249.1 19.5 268.6Foreign exchange movement on translation of foreign controlled entities and associates – – 5.6 – – – 5.6 2.0 7.6Net investments hedged – – (48.7) – – – (48.7) – (48.7)Income tax on net investments hedged – – 14.6 – – – 14.6 – 14.6Net gain on foreign exchange hedges – – – 0.8 – – 0.8 – 0.8Income tax on net gain on foreign exchange hedges – – – (0.3) – – (0.3) – (0.3)Fair value loss on mark to market of cross currency hedge – – – (9.1) – – (9.1) – (9.1)Income tax on fair value loss on mark to market of cross currency hedge – – – 2.6 – – 2.6 – 2.6Net gain on interest rate hedges – – – 0.1 – – 0.1 – 0.1

Total comprehensive income, net of tax – 249.1 (28.5) (5.9) – – 214.7 21.5 236.2

Transactions with ownersShare based payments expense – – – – 18.1 – 18.1 – 18.1Reversal of performance rights expense associated with rights which do not vest based on EPS hurdles – – – – (0.5) – (0.5) – (0.5)Transfer to issued capital on purchase and issuance of shares to satisfy performance rights 1.2 – – – (1.2) – – – –Acquisition of interest from non‑controlling interests – – – – – – – (35.5) (35.5)Dividends paid – (209.6) – – – – (209.6) (16.7) (226.3)

As at 30 June 2014 1,239.7 1,137.7 (246.5) 11.0 49.3 (9.6) 2,181.6 3.3 2,184.9

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.


STATEMENT OF CASH FLOWSFor the financial year ended 30 June 2015

CONSOLIDATED

2015 2014 NOTES $’M $’M

CASH FLOWS FROM OPERATING ACTIVITIESReceipts from customers 9,010.3 9,633.2Payments to suppliers and employees (8,566.7) (8,966.4)

443.6 666.8Dividends received from associates 15.8 23.5Interest received 4.1 5.3Borrowing costs paid (56.2) (55.7)Income taxes paid (156.0) (89.8)

Net cash inflow from operating activities 7 251.3 550.1

CASH FLOWS FROM INVESTING ACTIVITIESPayments for acquisition of controlled entities 20(B) (106.1) (62.2)Cash balances in controlled entities acquired, net of bank overdraft 20(B) 4.2 11.1Payments for purchase of property, plant and equipment and computer software (88.6) (54.4)Proceeds from sale of property, plant and equipment 1.6 1.2

Net cash outflow from investing activities (188.9) (104.3)

CASH FLOWS FROM FINANCING ACTIVITIESRepayments of borrowings (3,212.7) (1,981.0)Proceeds from borrowings 3,347.6 1,826.9Costs of bank facilities and proceeds from finance leases (3.3) (4.3)Net loans to related parties (1.5) (6.8)Cash received on close out of cross currency swap 19.0 –Dividends paid to members of WorleyParsons Limited 17(B) (209.8) (209.6)Dividends paid to non‑controlling interests (27.0) (16.7)

Net cash outflow from financing activities (87.7) (391.5)

Net (decrease)/increase in cash (25.3) 54.3Cash and cash equivalents at the beginning of the financial year 368.3 320.0Effects of foreign exchange rate changes on cash 37.8 (6.0)

Cash and cash equivalents at the end of the financial year 7 380.8 368.3

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.


NOTES TO THE FINANCIAL STATEMENTSFor the financial year ended 30 June 2015

1. CORPORATE INFORMATIONThe financial report of WorleyParsons Limited (Company or parent entity) for the financial year ended 30 June 2015 was authorized for issue in accordance with a resolution of the directors on 26 August 2015.WorleyParsons Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX: WOR). WorleyParsons Limited is a for‑profit entity for the purposes of preparing the financial statements.The nature of the operations and principal activities of the Company is described in note 3.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(A) BASIS OF ACCOUNTING (i) Basis of preparation

This general purpose financial report has been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards (AAS) and other authoritative pronouncements of the Australian Accounting Standards Board.The Group is of a kind referred to in Class Order 98/0100 issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report and financial statements. Unless otherwise expressly stated, amounts have been rounded off to the nearest hundred thousand dollars in accordance with that Class Order. Amounts shown as 0.0 represent amounts less than AUD 50,000 which have been rounded down.

(ii) Statement of complianceThe consolidated financial report complies with International Financial Reporting Standards and interpretations as issued by the International Accounting Standards Board (IASB).

(iii) Historical cost conventionThe financial report has been prepared on a historical cost basis, except for derivative financial instruments and available‑for‑sale financial assets that have been measured at fair value. The carrying values of recognized assets and liabilities that are hedged with fair value hedges are adjusted to record changes in the fair values attributable to the risks that are being hedged.

(iv) Critical accounting estimatesIn the application of AAS, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities. The estimates and underlying assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances.Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.Management has identified the following critical accounting policies for which significant judgments, estimates and assumptions are made:• revenuerecognition,refernote4;• goodwillandintangibleassetswithidentifiableusefullives,refernote10;• project,warrantyandotherprovisions,refernote11;• sharebasedpayments,refernote5;and• recoveryofdeferredtaxes,refernote29.Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods.

(v) Adoption of new and amended accounting standardsThe Group has adopted the following new amendments and interpretation from 1 July 2014:• AASB2013‑4NovationofDerivativesandContinuationofHedgeAccounting[AASB139];• AASB2012‑3AmendmentstoAustralianAccountingStandards–OffsettingFinancialAssetsandFinancialLiabilities[AASB132];• AASB2014‑1AmendmentstoAustralianAccountingStandards–PartAAnnualImprovements2010‑2012and2011‑2013Cycles;• AASB2015‑2AmendmentstoAustralianAccountingStandards–DisclosureInitiative:AmendmentstoAASB101[AASB7,AASB101,AASB134&AASB1049];and

• IFRIC21Levies.Adoption of these amendments and interpretation did not have any material effect on the Statement of Financial Performance, Statement of Comprehensive Income and Statement of Financial Position of the Group.


NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2015

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (vi) New accounting standards not yet applicable

The following new accounting standards have been issued or amended but are not yet effective and have not been adopted by the Group for the annual reporting period ended 30 June 2015:Effective 1 July 2016:AASB 2014‑3 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations [AASB 1 & AASB 11]AASB 2014‑3 provides guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business to apply, to the extent of its share, all the principles in AASB 3 Business Combinations and other AAS except for those principles that conflict with the guidance in AASB 11. Furthermore, entities are required to disclose the information required by AASB 3 and other AAS for business combinations. The impacts of this amendment are not expected to be material for the Group’s financial statements.AASB 2014‑4 Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation [AASB 116 & AASB 138]AASB 116 Property Plant and Equipment and AASB 138 Intangible Assets both establish the principle for the basis of depreciation and amortization as being the expected pattern of consumption of the future economic benefits of an asset. The IASB has clarified that the use of revenue based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The amendment is not expected to impact the Group’s financial statements.AASB 2014‑9 Amendments to Australian Accounting Standards – Equity Method in Separate Financial StatementsAASB 2014‑9 amends AASB 127 Separate Financial Statements, and consequentially amends AASB 1 First‑time Adoption of Australian Accounting Standards and AASB 128 Investments in Associates and Joint Ventures, to allow entities to use the equity method of accounting for investments in subsidiaries, joint ventures and associates in their separate financial statements. AASB 2014‑9 also makes editorial corrections to AASB 127. The amendment is not expected to impact the Group’s financial statements.AASB 2014‑10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint VentureAASB 2014‑10 amends AASB 10 Consolidated Financial Statements and AASB 128 Investments in Associates and Joint Ventures to address an inconsistency between the requirements in AASB 10 and those in AASB 128, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in AASB 3 Business Combinations, between an investor and its associate or joint venture, is recognized in full. However, any gain or loss resulting from the sale or contribution of assets that do not constitute a business is recognized only to the extent of unrelated investors’ interests in the associate or joint venture. The impacts of this amendment are not expected to be material to the Group’s financial statements.Effective 1 July 2017:AASB 15 Revenue from Contracts with Customers and AASB 2014‑5 Amendments to Australian Accounting Standards arising from AASB 15AASB 15 addresses how revenue is recognized and will require the Group to identify contracts and performance obligations, determine the transaction price, allocate the transaction price to each performance obligation and recognize revenue when each performance obligation is satisfied. AASB 2014‑5 incorporates the consequential amendments to a number of Australian Accounting Standards (including interpretations) arising from the issuance of AASB 15. The Group has not finalized its assessment of how changes to the rules for revenue recognition will impact the Group’s financial statements.Effective 1 July 2018:AASB 9 Financial InstrumentsAASB 9 is the AASB’s replacement for AASB 139 Financial Instruments: Recognition and Measurement. The standard includes requirements for classification, recognition and measurement, impairment, derecognition and general hedge accounting. The Group has not yet finalized its assessment of how changes to the rules for financial instruments will impact the Group’s financial statements.

(vii) Basis of presentation and classificationDuring the financial year ended 30 June 2015, the Group voluntarily changed the presentation of its notes to the financial statements. Relevant accounting policies have been presented together with the associated numerical information. The Group has determined that presentation of its financial information in this manner will enhance the readability of the financial statements for its users.

(B) BASIS OF CONSOLIDATIONThe consolidated financial statements incorporate the assets and liabilities of all entities controlled by WorleyParsons Limited as at 30 June 2015 and the results of all controlled entities for the financial year then ended. WorleyParsons Limited and its controlled entities together are referred to in this financial report as the consolidated entity or the Group. Investments in associates are equity accounted and are not part of the consolidated entity (refer note 21).The impact of all transactions between entities in the consolidated entity are eliminated in full. Non‑controlling interests in the results and equity of controlled entities are shown separately in the Statement of Financial Performance, Statement of Comprehensive Income and Statement of Financial Position.


Non‑controlling interests not held by the Company are allocated their share of net profit after tax in the Statement of Financial Performance and of total comprehensive income net of tax in the Statement of Comprehensive Income, and are presented within equity in the Statement of Financial Position, separately from parent entity interest.

(C) FOREIGN CURRENCY TRANSLATION Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in Australian dollars, which is the Group’s presentation currency.

Translation of foreign currency transactionsTransactions denominated in a foreign currency are converted at the foreign exchange rate at the date of the transaction. Foreign currency receivables and payables at balance date are translated at foreign exchange rates at balance date. Foreign exchange gains and losses are brought to account in determining the profit and loss for the financial year.

(D) OTHER ACCOUNTING POLICIESSignificant and other accounting policies that summarize the measurement basis used and are relevant to the understanding of the financial statements are provided throughout the notes to the financial statements.

3. SEGMENT INFORMATION(A) OPERATING SEGMENTS SERVICES MAJOR PROJECTS IMPROVE DEVELOPMENT TOTAL

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 $’M $’M $’M $’M $’M $’M $’M $’M $’M $’M

RevenueProfessional services revenue 4,322.2 4,471.5 881.5 827.1 645.7 777.0 142.9 91.2 5,992.3 6,166.8Construction and fabrication revenue 857.9 888.7 – – – – – – 857.9 888.7Procurement revenue at margin 317.1 252.7 41.2 35.8 3.3 8.6 11.5 5.8 373.1 302.9Other income 4.2 5.3 – – – – – – 4.2 5.3

Total segment revenue1 5,501.4 5,618.2 922.7 862.9 649.0 785.6 154.4 97.0 7,227.5 7,363.7

Segment result2 438.7 547.4 46.3 67.5 37.0 48.1 14.1 1.4 536.1 664.4Segment margin 8.0% 9.7% 5.0% 7.8% 5.7% 6.1% 9.1% 1.4% 7.4% 9.0%

Other segment informationDepreciation and amortization expense 75.5 75.6 4.0 4.3 4.9 6.2 3.8 1.7 88.2 87.8Impairment of goodwill 59.4 – 56.2 – 60.4 – 22.6 – 198.6 –Share of net profits of associates accounted for using the equity method (2.9) 8.1 2.6 0.3 11.1 9.6 – – 10.8 18.0Equity accounted associates 70.6 76.9 3.2 2.1 42.0 36.3 0.4 0.2 116.2 115.5Purchase of non‑current assets 53.8 59.7 3.4 7.7 4.5 6.4 2.4 4.6 64.1 78.4

(B) CUSTOMER SECTOR GROUPS MINERALS, HYDROCARBONS METAL & CHEMICALS INFRASTRUCTURE TOTAL

2015 2014 2015 2014 2015 2014 2015 2014 $’M $’M $’M $’M $’M $’M $’M $’M

RevenueProfessional services revenue 4,196.2 4,255.1 894.3 1,042.4 901.8 869.3 5,992.3 6,166.8Construction and fabrication revenue 857.9 888.7 – – – – 857.9 888.7Procurement revenue at margin 277.8 227.4 9.3 23.1 86.0 52.4 373.1 302.9Other income 0.2 0.3 0.1 0.4 3.9 4.6 4.2 5.3

Total segment revenue1 5,332.1 5,371.5 903.7 1,065.9 991.7 926.3 7,227.5 7,363.7

Segment result2 475.1 517.2 44.1 108.0 16.9 39.2 536.1 664.4Segment margin 8.9% 9.6% 4.9% 10.1% 1.7% 4.2% 7.4% 9.0%

1 Segment revenue represents aggregated revenue, which is defined as statutory revenue and other income plus share of revenue from associates less procurement revenue at nil margin, interest income and net gain on revaluation of investments previously accounted for as equity accounted associates. The directors believe the disclosure of revenue attributable to associates provides additional information in relation to the financial performance of the Group.

2 Segment result is segment revenue less segment expenses excluding the items listed in note 3(G) and is the key financial measure that is presented to the chief operating decision makers.



3. SEGMENT INFORMATION (continued)(C) RECONCILIATION OF SEGMENT REVENUE TO TOTAL REVENUE AND OTHER INCOME PER THE STATEMENT OF FINANCIAL PERFORMANCE TOTAL

2015 2014 $’M $’M

Segment revenue 7,227.5 7,363.7Procurement revenue at nil margin (including share of revenue from associates) 2,038.0 2,726.1Share of revenue from associates (514.6) (524.0)Net gain on revaluation of investments previously accounted for as equity accounted associates – 11.4Interest income 6.6 5.3

Total revenue and other income per the Statement of Financial Performance 8,757.5 9,582.5

(D) RECONCILIATION OF SEGMENT RESULT TO PROFIT AFTER INCOME TAx ExPENSE PER THE STATEMENT OF FINANCIAL PERFORMANCESegment result 536.1 664.4Global support costs1 (151.9) (181.3)Interest and tax for associates (6.7) (9.2)Amortization of acquired intangible assets (21.8) (21.7)

Total underlying EBIT 355.7 452.2Underlying EBIT margin on aggregated revenue for the Group 4.9% 6.1%Impairment of goodwill (198.6) –Arkutun‑Dagi project settlement costs (70.0) –Net gain on revaluation of investments previously accounted for as equity accounted associates – 11.4Restructuring costs – (35.4)Tax on restructuring costs – 9.7Net borrowing costs (55.4) (59.6)Income tax expense (70.7) (109.7)

(Loss)/profit after income tax expense per the Statement of Financial Performance (39.0) 268.6

1 Reconciliation of global support costs to the Statement of Financial Performance: Global support costs per segment information 151.9 181.3 Total restructuring costs – 35.4 Restructuring costs attributable to professional services costs – (17.7)

Global support costs per the Statement of Financial Performance 151.9 199.0


(E) GEOGRAPHIC SEGMENTS1

Revenue from external customers2

LESS: TOTAL ADD: SHARE OF REVENUE PROCUREMENT REVENUE LESS: FROM AGGREGATED REVENUE AT FROM OTHER EXTERNAL REVENUE NIL MARGIN ASSOCIATES INCOME CUSTOMERS 2015 $’M $’M $’M $’M $’M

Australia, Pacific, Asia and China 1,599.0 15.2 (176.6) (3.2) 1,434.4Europe, Middle East and North Africa 1,965.9 251.8 (153.5) (1.0) 2,063.2Sub‑Saharan Africa 389.3 – (93.8) 1.0 296.5Americas 3,273.3 1,771.0 (90.7) (1.0) 4,952.6

Total 7,227.5 2,038.0 (514.6) (4.2) 8,746.7

Other income 4.2Interest income 6.6

Total revenue and other income per the Statement of Financial Performance 8,757.5

LESS: TOTAL ADD: SHARE OF REVENUE PROCUREMENT REVENUE LESS: FROM AGGREGATED REVENUE AT FROM OTHER EXTERNAL REVENUE NIL MARGIN ASSOCIATES INCOME CUSTOMERS 2014 $’M $’M $’M $’M $’M

Australia, Pacific, Asia and China 1,750.1 48.9 (232.4) (3.3) 1,563.3Europe, Middle East and North Africa 1,714.1 943.2 (80.7) (0.4) 2,576.2Sub‑Saharan Africa 391.3 – (120.1) (1.5) 269.7Americas 3,508.2 1,734.0 (90.8) (0.1) 5,151.3

Total 7,363.7 2,726.1 (524.0) (5.3) 9,560.5

Other income 5.3Net gain on revaluation of investments previously accounted for as equity accounted associates 11.4Interest income 5.3

Total revenue and other income per the Statement of Financial Performance 9,582.5

2015 2014 $’M $’M

Non‑current assets by geographical location:3

Australia, Pacific, Asia and China 126.0 112.6Europe, Middle East and North Africa 81.5 85.0Sub‑Saharan Africa 54.6 68.4Americas 146.5 138.0

Non‑current assets by geographical location 408.6 404.0

1 Geographic locations have been aligned to internal reports presented to the chief operating decision makers.2 Revenue is attributed to the geographic location based on the entity providing the services.3 Excludes goodwill, derivative financial instruments and deferred tax assets.



3. SEGMENT INFORMATION (continued)(F) IDENTIFICATION OF REPORTABLE SEGMENTSThe Group has identified its operating segments based on the monthly internal reports that are reviewed and used by the Chief Executive Officer (CEO), Chief Financial Officer and Group Managing Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources. As announced in April 2014 and effective 1 July 2014, the business operations are managed and reported by business lines: Services, Major Projects, Improve and Development. This represents a change to the operating segments reported in the previous corresponding period. The historical segment results for the financial year ended 30 June 2014 have been restated to be comparable with the revised segmentation approach as required by AASB 8 Operating Segments. The Group has also included information using the prior segment basis (customer sector groups).(G) ACCOUNTING POLICIES AND INTER‑SEGMENT TRANSACTIONSSegment revenues and expenses are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis.Segment revenues, expenses and results include transactions between segments incurred in the ordinary course of business. These transactions are priced on an arm’s length basis and are eliminated on consolidation.The accounting policies used by the Group in reporting segments internally are the same as those contained in these financial statements and are consistent with those in the prior period.The segment result includes the allocation of overhead that can be directly attributed to an individual business segment. The following items and associated assets and liabilities are not allocated to segments as they are not considered part of the core operations of any segment:• impairmentofgoodwill;• globalsupportcosts;• Arkutun‑Dagiprojectsettlementcosts;• netgainonrevaluationofinvestmentspreviouslyaccountedforasequityaccountedassociates;• restructuringcostsincurredinFY2014relatingtothebusinessreorganization;• interestandtaxforassociates;• amortizationofacquiredintangibleassets;• netborrowingcosts;and• incometaxexpense.(H) MAJOR CUSTOMERS The most significant customer accounts for 6.4% (2014: 9.3%) of aggregated revenue and is within the Services, Major Projects and Improve business lines and Hydrocarbons customer sector group. CONSOLIDATED

2015 2014 $’M $’M

4. REVENUE AND OTHER INCOMEProfessional services revenue 5,517.9 5,715.6Procurement revenue 2,370.9 2,956.2Construction and fabrication revenue 857.9 888.7Interest income 6.6 5.3

Revenue 8,753.3 9,565.8Net gain on sale of Exmouth Power Station 1.3 –Net gain on revaluation of investments previously accounted for as equity accounted associates – 11.4Other 2.9 5.3

Total revenue and other income 8,757.5 9,582.5

During the financial year ended 30 June 2014, the Group acquired an additional net interest in entities which had previously been accounted for as equity accounted associates. This resulted in $11.4 million net gain on revaluation of investments previously accounted for as equity accounted associates. There was no such transaction during the financial year ended 30 June 2015.RECOGNITION AND MEASUREMENTAmounts disclosed as revenue are net of trade allowances, duties and taxes paid. Revenue is recognized and measured at the fair value of the consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenues are recognized net of the amount of goods and services tax (GST). The following specific recognition criteria must be met before revenue is recognized:Professional services and construction and fabricationRevenue from cost plus contracts is recognized by reference to the recoverable costs incurred during the reporting period plus the percentage of fees earned.Contract revenue and costs are recognized in accordance with the percentage of completion method unless the outcome of the contract cannot be reliably estimated. Where it is probable that a loss will arise from a contract, the excess of total costs over revenue is recognized as an expense immediately.


Where the outcome of a contract cannot be reliably estimated, contract costs are recognized as an expense as incurred, and where it is probable that the costs will be recovered, revenue is recognized to the extent of costs incurred. Incentive payments on contracts are recognized as part of total contract revenue where it is probable that specified performance standards are met or exceeded and the amount of the incentive payment can be reliably measured.For fixed price contracts, the stage of completion is measured by reference to costs incurred to date as a percentage of estimated total costs for each contract.ProcurementRevenue is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Risks and rewards of ownership are considered passed to the buyer at the time of delivery of the goods to the customer.InterestInterest income is recognized as it accrues using the effective interest rate method.DividendsRevenue is recognized when the Group’s right to receive the payment is established.KEY ESTIMATESPercentage of completionThe percentage of completion is estimated by qualified internal professionals. The Group considers the terms the of the contract, internal models and other sources when estimating the projected total cost and the stage of completion.

5. EXPENSES AND LOSSES/(GAINS)Profit before income tax expense includes the following specific expenses and losses/(gains):

CONSOLIDATED

2015 2014 $’M $’M

EXPENSES AND LOSSESShort term employee benefits 4,119.3 4,195.6Post‑employment benefits 138.0 135.7Share based payments 12.9 17.6

Total staff costs 4,270.2 4,348.9

Impairment of goodwill 198.6 –Arkutun‑Dagi project settlement costs 70.0 –

Total other costs 268.6 –

Operating lease rentals – minimum lease payments 210.6 208.7Amortization 85.4 82.4Depreciation 24.6 27.1

MOVEMENTS IN PROVISIONSEmployee benefits 204.7 194.3Onerous leases 20.2 0.9Warranties 9.8 1.3Insurance (2.9) (3.0)Other 25.3 20.2

RECOGNITION AND MEASUREMENTEmployee benefitsEmployee benefits expenses are charged against profit on a net basis in their respective categories.(i) Share based payments – performance rights

Performance rights (rights) over the ordinary shares of WorleyParsons Limited are granted to executive directors and other executives of the consolidated entity for nil consideration in accordance with performance guidelines approved by the Board. The fair values of the rights are amortized on a straight line basis over their performance period. For share settled rights, the fair value of the rights is the share price at grant date adjusted for the impact of performance hurdles and other vesting or exercise criteria attached to the right. For cash settled rights, the fair value of the rights is recalculated at the end of each reporting period and amortized on a straight line basis over their vesting period. The accounting estimates and assumptions relating to rights would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.Fair value per right at grant date is independently determined using an appropriate option pricing model that takes into account the exercise price, the term of the right, the vesting and performance criteria, the impact of dilution, the non‑traded nature of the right, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk‑free interest rate for the term of the right. This amount represents the actual cost to the Company.



5. EXPENSES AND LOSSES/(GAINS) (continued)A Monte Carlo simulation is applied to fair value the total shareholder return (TSR) element. For the EPS, EBIT and “continuous employment condition”, the Black‑Scholes model is utilized. Total fair value at grant is calculated by multiplying the fair value per right by the number of rights granted. This does not represent the actual value the executive will derive from the grant, which will depend on the achievement of performance hurdles measured over the vesting period. The maximum value of the rights granted has been estimated based on the fair value per right. The minimum total value of the rights granted, if the applicable performance hurdles are not met, is nil.(ii) Employee share plan

Employees in eligible countries are invited to participate in an employee share plan. Shares purchased under the employee share plan are subject to dealing restrictions until the restriction end date. The Group will grant one bonus entitlement to a share for every five shares purchased through the employee share plan which vests on the restriction end date at which point it will convert to an ordinary share. The Group accounts for the bonus entitlements as equity settled share based payments.Borrowing costsBorrowing costs are recognized as expenses in the period in which they are incurred, except when they are included in the costs of qualifying assets. Borrowing costs include:• interestonbankoverdrafts,andshorttermandlongtermloansandborrowings;• amortizationofdiscountsorpremiumsrelatingtoloansandborrowings;and• financeleasecharges.Operating lease rentals – minimum lease paymentsThe minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and rewards of ownership of the leased item, are recognized as an expense on a straight line basis. Lease incentives are recognized in the Statement of Financial Performance as part of the total lease expense.Depreciation and amortizationProperty, plant and equipment

Depreciation is calculated on a straight line basis to write off the net cost of each item of property, plant and equipment (excluding land) over its expected useful life to the consolidated entity. The expected useful lives for plant and equipment range from three to 10 years. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period.The cost of improvements to or on leasehold properties is amortized over the unexpired period of the lease or the estimated useful life of the improvement to the consolidated entity, whichever is the shorter.Identifiable intangible assets

The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortized over the useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period for an intangible asset with a finite useful life is reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for prospectively by changing the amortization period. The amortization expense on intangible assets with finite lives is recognized in the Statement of Financial Performance on a straight line basis over the following periods:• customercontractsandrelationships 3‑15years;• tradenames 5‑10years;• computersoftware 5years;and• other 3‑10years.Goods and Services Tax (GST)Expenses are recognized net of the amount of GST except where the GST incurred is not recoverable from the taxation authority. In these circumstances, GST is recognized as part of the expense.

CONSOLIDATED

2015 2014 $’M $’M

6. INCOME TAX(A) INCOME TAx ExPENSECurrent tax 81.0 147.0Deferred tax (8.1) (37.5)Overprovision in previous financial periods (2.2) (9.5)

Income tax expense 70.7 100.0

Deferred income tax expense included in income tax expense comprises:Decrease/(increase) in deferred tax assets 10.6 (20.0)Decrease in deferred tax liabilities (18.7) (17.5)

Deferred tax (8.1) (37.5)


CONSOLIDATED

2015 2014 $’M $’M

(B) RECONCILIATION OF PRIMA FACIE TAx PAYABLE TO INCOME TAx ExPENSEProfit before income tax expense 31.7 368.6

Prima facie tax expense at the Group’s statutory income tax rate of 30% (2014: 30%) 9.5 110.6Tax effect of amounts which are non‑deductible/(non‑taxable) in calculating taxable income:Non‑deductible impairment of goodwill 59.6 –Non‑deductible performance rights 3.8 5.3Non‑taxable gain on acquisitions – (3.4)Share of net profits of associates accounted for using the equity method (3.2) (5.4)Tax losses not previously recognized (0.7) (0.7)Overprovision in previous financial periods (2.2) (9.5)Difference in overseas tax rate1 (6.0) (4.1)Other 9.9 7.2

Income tax expense 70.7 100.0

1 Represents income tax expense for foreign tax rate differential and international withholding taxes.

(C) AMOUNTS RECOGNIZED DIRECTLY IN EQUITYAggregate amount of tax arising in the reporting period and not recognized in profit after income tax expense but directly credited to equity:Deferred tax – credited directly to equity (3.5) (16.9)

(D) TAx LOSSESThe Group has tax losses for which no deferred tax asset is recognized on the Statement of Financial Position:Unused tax losses for which no deferred tax asset has been recognized 48.6 42.6Potential tax benefit at 30% 14.6 12.8

The benefit for tax losses will only be recognized if:• theconsolidatedentityderivesfutureassessableincomeofanatureandofanamountsufficienttoenablethebenefitfromthedeductionsforthelossestoberealized;or

• thelossesaretransferredtoaneligibleentityintheconsolidatedentity;and• theconsolidatedentitycontinuestocomplywithconditionsfordeductibilityimposedbytaxlegislation;and• nochangesinlegislationadverselyaffecttheconsolidatedentityinrealizingthebenefitfromthedeductionsforthelosses.RECOGNITION AND MEASUREMENTIncome taxThe income tax expense for the period is the tax payable on the current period’s taxable income based on the income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities as well as any adjustments required between prior periods’ current tax expense and income tax returns and any relevant withholding taxes.Current and deferred tax amounts relating to items recognized directly in equity are recognized in equity and not in the Statement of Financial Performance.Tax consolidationWorleyParsons Limited and its wholly owned Australian entities elected to form a tax consolidated group from 1 July 2003. On formation of the tax consolidated group, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the directors, limits the joint and several liability of the wholly owned entities in the case of a default by the head entity, WorleyParsons Limited.The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate WorleyParsons Limited for any current tax liability assumed and are compensated by WorleyParsons Limited for any current tax loss, deferred tax assets and tax credits that are transferred to WorleyParsons Limited under the tax consolidation legislation.



CONSOLIDATED

2015 2014 NOTES $’M $’M

7. CASH AND CASH EQUIVALENTSBalance per Statement of Financial Position 381.9 365.8

The above figures are reconciled to cash at the end of the financial year as shown in the Statement of Cash Flows as follows:Cash at bank and on hand 381.9 365.8

Cash and cash equivalents 381.9 365.8Less: bank overdraft 13 (1.1) (0.4)Add: cash and cash equivalents classified as held for sale 23 – 2.9

Balance per Statement of Cash Flows 380.8 368.3

Reconciliation of profit after income tax expense to net cash inflow from operating activities:(Loss)/profit after income tax expense (39.0) 268.6NON‑CASH ITEMSImpairment of goodwill 198.6 –Amortization 85.4 82.4Depreciation 24.6 27.1Share based payments expense 12.9 17.6Doubtful debts expense 13.9 9.8Share of associates’ net profits in excess of dividends received 5.0 5.5Net gain on revaluation of investments previously accounted for as equity accounted associates – (11.4)Other 1.3 1.5

Cash flow adjusted for non‑cash items 302.7 401.1 CHANGES IN ASSETS AND LIABILITIES ADJUSTED FOR EFFECTS OF PURCHASE OF CONTROLLED ENTITIESIncrease in trade and other receivables (14.5) (17.4)(Increase)/decrease in prepayments and other assets (26.9) 19.5Increase in deferred tax assets (11.5) (33.5)(Increase)/decrease in net derivatives (67.8) 4.9(Increase)/decrease in income tax receivable (41.2) 1.6Increase in trade and other payables 92.3 87.5Increase in billings in advance 11.3 62.4(Decrease)/increase in income tax payable (22.7) 63.0Decrease in deferred tax liabilities (12.6) (22.0)Increase/(decrease) in provisions 42.2 (17.0)

Net cash inflow from operating activities 251.3 550.1

RECOGNITION AND MEASUREMENTCash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and short term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash.For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts are included within interest bearing loans and borrowings in current liabilities on the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities is classified as an operating cash flow.Where cash and cash equivalents held by the Group are subject to external restrictions, the nature of the restrictions and value of cash subject to these restrictions are disclosed below.PROCUREMENT AND RESTRICTED CASH AND CASH EQUIVALENTSIncluded within cash and cash equivalents is $107.5 million (2014: $87.1 million) which has been identified as for procurement ($91.6 million) or restricted, but available for use under certain circumstances by the Group ($15.9 million).Procurement cash is held in relation to procurement activities undertaken by the Group on behalf of its customers (refer note 27). Restricted cash is held in relation to guarantees (refer note 25(A)) and financing activities.


CONSOLIDATED

2015 2014 NOTES $’M $’M

8. TRADE AND OTHER RECEIVABLES

TRADE RECEIVABLESTrade receivables 949.5 889.2Unbilled contract revenue 952.4 1,009.4Retentions 65.7 21.5Allowance for doubtful debts (49.5) (36.4)

1,918.1 1,883.7

Allowance for doubtful debtsBalance at the beginning of the financial year 36.4 30.5Net charge to the Statement of Financial Performance 13.9 9.8Amounts written off against the opening allowance (3.7) (3.4)Differences arising on translation of foreign operations 2.9 (0.5)

Balance at the end of the financial year 49.5 36.4

The Group’s exposure to credit, currency and interest rate risk for trade receivables and unbilled contract revenue is disclosed in note 18.

OTHER RECEIVABLESOther receivables 164.6 148.5Amounts owing by associates and related parties 30(B) 60.2 44.6

224.8 193.1

RECOGNITION AND MEASUREMENTAll trade and other receivables are recognized at the original amounts less an allowance for any uncollectible debts. An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect debts. The recoverable amount of trade and other receivables is reviewed on an ongoing basis. Receivables are stated with the amount of GST included.Unbilled contract revenue is stated at the aggregate of contract costs incurred to date plus recognized profits less recognized losses and progress billings. Contract costs include all costs directly related to specific contracts, costs that are specifically chargeable to the customer under the terms of the contract and an allocation of overhead expenses incurred in connection with the consolidated entity’s activities in general.

CONSOLIDATED

2015 2014 NOTES $’M $’M

9. TRADE AND OTHER PAYABLESCurrentTrade payables 499.0 481.4Accruals 449.0 467.2Payables to associates and related parties 30(B) 11.0 8.1Billings in advance 177.0 165.7Accrued staff costs 203.0 209.3Other payables 11.1 –

1,350.1 1,331.7

Non‑currentOther payables 29.5 –

29.5 –

The Group’s exposure to currency and interest rate risk for trade and other payables is disclosed in note 18.RECOGNITION AND MEASUREMENTLiabilities for trade and other payables amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group. Payables are stated with the amount of GST included.



CONSOLIDATED

2015 2014 $’M $’M

10. INTANGIBLE ASSETSGoodwillAt cost 2,107.0 1,861.9Accumulated impairment (200.2) (1.6)

1,906.8 1,860.3

Customer contracts and relationshipsAt cost 189.3 171.1Accumulated amortization (149.0) (128.5)

40.3 42.6

Trade namesAt cost 84.8 83.6Accumulated amortization (69.5) (62.8)

15.3 20.8

Computer softwareAt cost 244.7 199.1Accumulated amortization (131.4) (112.8)

113.3 86.3

OtherAt cost 24.5 24.2Accumulated amortization (9.9) (5.0)

14.6 19.2

Total intangible assets 2,090.3 2,029.2

RECONCILIATIONSReconciliations of intangible assets at the beginning and end of the current and previous financial years are set out below:

CONSOLIDATED

CUSTOMER CONTRACTS AND COMPUTER GOODWILL RELATIONSHIPS TRADE NAMES SOFTWARE OTHER TOTAL $’M $’M $’M $’M $’M $’M

Balance at 1 July 2014 1,860.3 42.6 20.8 86.3 19.2 2,029.2Additions due to the acquisition of entities 106.6 13.1 – – – 119.7Additions – – – 58.4 – 58.4Impairment (198.6) – – – – (198.6)Amortization – (16.8) (5.0) (31.8) (4.8) (58.4)Differences arising on translation of foreign operations 138.5 1.4 (0.5) 0.4 0.2 140.0

Balance at 30 June 2015 1,906.8 40.3 15.3 113.3 14.6 2,090.3

Balance at 1 July 2013 1,873.2 50.9 26.9 85.0 14.4 2,050.4Additions due to the acquisition of entities 39.4 9.4 – 0.3 – 49.1Additions – – – 36.8 9.5 46.3Disposals (8.6) – – – – (8.6)Amortization – (16.0) (5.7) (35.7) (2.4) (59.8)Differences arising on translation of foreign operations (43.7) (1.7) (0.4) (0.1) (2.3) (48.2)

Balance at 30 June 2014 1,860.3 42.6 20.8 86.3 19.2 2,029.2

RECOGNITION AND MEASUREMENTGoodwillGoodwill represents the excess of the purchase consideration over the fair value of identifiable net assets acquired at the time of acquisition of a business or shares in controlled entities or associates. Goodwill on acquisition of controlled entities is included in intangible assets and goodwill on acquisition of associates is included in investments in associates. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.


Identifiable intangible assetsIntangible assets acquired separately or in a business combination have finite useful lives and are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets are not capitalized and expenditure is recognized in the profit and loss in the year in which the expenditure is incurred.Research costs are expensed as incurred. An intangible asset arising from development expenditure on an internal project is recognized only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development.Impairment of assetsGoodwillisnotamortized;instead,itistestedannually,unlessimpairmentisindicated.Goodwilliscarriedatcostlessaccumulatedimpairmentlosses.For the purposes of impairment testing, goodwill acquired in a business combination is allocated to groups of cash generating units (CGUs) that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those groups of CGUs. Goodwill is allocated to seven CGUs. These CGUs represent the lowest level within the entity at which the goodwill is monitored for internal management purposes. Each material CGU is set out below.Impairment is determined by assessing the recoverable amount of the groups of CGUs to which the goodwill relates. When the recoverable amount of the groups of CGUs is less than the carrying amount, an impairment loss is recognized.Impairment losses recognized for goodwill are not subsequently reversed.Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell, and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).Impairment testing calculations use cash flow projections based on financial forecasts of how the business is expected to operate based on current performance consistent with previous experience and external data, excluding any benefit expected to arise from future restructuring or from improved asset performance.The estimation of future cash flows requires assumptions to be made regarding future uncertain events. Management have risk‑adjusted the future cash flows to recognize challenging market conditions. The risk adjusted growth rates for the Services CGUs range from 1% to 5%. The risk adjusted growth rates for the Major Projects CGU and Improve CGU are 1% and 5% respectively.A risk premium is included in determining each CGUs discount rate, reflecting the level of forecasting, size, country and financing risks for that CGU.KEY ESTIMATESThe goodwill allocated to the material CGUs and the key assumptions used for the value in use impairment testing are as follows: SERVICES – AUSTRALIA, SERVICES – EUROPE, SERVICES – PACIFIC, ASIA MIDDLE EAST, AMERICAS AND CHINA NORTH AFRICA MAJOR PROJECTS Improve 2015 $’M $’M $’M $’M $’M

Opening balance 527.7 505.1 430.2 189.2 168.4Closing balance 571.8 550.2 420.1 145.9 119.5Risk‑weighted pre‑tax discount rate 11.9% 12.1% 11.9% 10.5% 12.1%Risk‑adjusted growth rate beyond five years1 3.0% 3.0% 3.0% 3.0% 3.0%

1. The 3.0% risk‑adjusted growth rate remains unchanged from FY14.

Prior to the business reorganization on 1 July 2014 the Group’s CGUs were its Customer Sector Groups. The goodwill allocated to the groups of CGUs and the key assumptions used for the value in use impairment testing were as follows: GOODWILL PRE‑TAX DISCOUNT 2014 $’M % PA

Hydrocarbons 1,439.5 10.3Minerals, Metals & Chemicals 190.3 12.1Infrastructure 230.5 10.9

SENSITIVITY ANALYSISThe combined fair value in the Services – Americas and Services – Australia, Pacific, Asia and China CGUs exceed the carrying value by over $500 million. Management recognize that the cash flow projections, discount and growth rates used to calculate the value in use may vary from what has been estimated.Management notes that the value in use estimate is particularly sensitive to the long‑term EBIT growth rates and discount rates.It is estimated that a 2.5% increase in post‑tax discount rates or an 8.5% decrease in long‑term growth rates would result in an impairment in the combined Services – Americas and Services – Australia, Pacific, Asia and China CGUs.The Services – Europe, Middle East and North Africa, Major Projects and Improve CGUs have been written down to their recoverable amount at 30 June 2015 and any future adverse changes in key assumptions will result in further impairment. The impairment charge of $198.6 million is recognized in other costs in the Statement of Financial Performance and reflects the expected ongoing challenging market conditions.



CONSOLIDATED

2015 2014 $’M $’M

11. PROVISIONS

CurrentEmployee benefits 266.2 270.5Deferred revenue and project provisions 109.6 106.0Insurance 22.6 19.8Onerous leases 23.3 2.3Warranties 31.0 19.7Deferred consideration 23.7 –Other 11.5 8.2

487.9 426.5

Non‑currentEmployee benefits 40.0 32.6Onerous leases – 0.9Warranties 0.3 0.3Deferred consideration 6.0 –Other 1.8 1.5

48.1 35.3

RECONCILIATIONSReconciliations of the carrying amounts of each class of current and non‑current provisions at the beginning and end of the current and previous financial years are set out below:

CONSOLIDATED

DEFERRED REVENUE EMPLOYEE AND PROJECT ONEROUS DEFERRED BENEFITS PROVISIONS INSURANCE LEASES WARRANTIES CONSIDERATION OTHER CURRENT $’M $’M $’M $’M $’M $’M $’M

Carrying amount at 1 July 2014 270.5 106.0 19.8 2.3 19.7 – 8.2Provision from entities acquired 3.2 1.7 – – – – –Additional provisions 231.7 124.3 – 21.0 22.0 23.9 1.5Release of unused provision (43.5) (36.7) (2.9) – (12.2) – (0.2)Amounts utilized (222.8) (94.9) – – – – –Differences arising from translation of foreign operations 27.1 9.2 5.7 – 1.5 (0.2) 2.0

Carrying amount at 30 June 2015 266.2 109.6 22.6 23.3 31.0 23.7 11.5

Carrying amount at 1 July 2013 290.5 94.3 25.0 6.0 16.7 12.2 23.4Provision from entities acquired 3.5 – – – 0.2 – 0.6Additional provisions 236.4 60.3 3.0 – 3.5 – 1.3Release of unused provision (40.4) (34.7) (6.0) – (2.5) – (1.5)Amounts utilized (215.8) (12.2) (4.9) (3.7) – (12.2) (16.1)Differences arising from translation of foreign operations (3.7) (1.7) 2.7 – 1.8 – 0.5

Carrying amount at 30 June 2014 270.5 106.0 19.8 2.3 19.7 – 8.2


CONSOLIDATED

EMPLOYEE ONEROUS DEFERRED BENEFITS LEASES WARRANTIES CONSIDERATION OTHER NON‑CURRENT $’M $’M $’M $’M $’M

Carrying amount at 1 July 2014 32.6 0.9 0.3 – 1.5Additional provisions 16.5 0.1 – 6.0 0.6Release of unused provision – (0.9) – – (0.7)Amounts utilized (12.2) – – – –Differences arising from translation of foreign operations 3.1 (0.1) – – 0.4

Carrying amount at 30 June 2015 40.0 – 0.3 6.0 1.8

Carrying amount at 1 July 2013 43.0 – – – 0.2Additional provisions 2.4 0.9 0.3 – 1.4Release of unused provision (4.1) – – – (0.2)Amounts utilized (8.2) – – – –Differences arising from translation of foreign operations (0.5) – – – 0.1

Carrying amount at 30 June 2014 32.6 0.9 0.3 – 1.5

RECOGNITION AND MEASUREMENTProvisions are recognized when the consolidated entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.Employee benefitsProvision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, sick leave, severance pay and long service leave.Liabilities arising in respect of wages and salaries, annual leave, sick leave and any other employee benefits expected to be settled within 12 months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefits or liabilities are measured at the present value of the estimated future cash outflows to be made in respect of services provided by the employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, is used.Deferred revenueThe Group at times receives payment for services prior to revenue being recognized in the financial statements. Revenue is classified as deferred due to the criteria required for its recognition not being met as at the reporting date, in line with the accounting policy set out in note 4. It is expected this revenue will be earned within two years of balance date.Project provisionsWhere the outcome for a services contract is expected to result in an overall loss over the life of the project, this loss is provided for when it first becomes known that a loss will be incurred.InsuranceProvision for insurance liabilities is recognized in line with actuarial calculations of unsettled insurance claims, net of insurance recoveries. The provision is based on the aggregate amount of individual claims incurred but not reported that are lower in value than the insurance deductible of the consolidated entity. It is based on the estimated cost of settling claims and consideration is given to the ultimate claim size, future inflation as well as the levels of compensation awarded through the courts.Onerous leasesProvisions for onerous leases are recognized when the unavoidable costs of meeting the lease obligations under the contract exceed the economic benefits expected to be received under it.WarrantiesProvision is made for the estimated liability on all products and services still under warranty at balance date. This provision is estimated having regard to prior service warranty experience. In calculating the liability at balance date, amounts were not discounted to their present value as the effect of discounting was not material. It is expected that these costs will be incurred within two years of balance date.In determining the level of provision required for warranties, the Group has made judgments in respect of the expected performance and the costs of fulfilling the warranty. Historical experience and current knowledge have been used in determining this provision.



11. PROVISIONS (continued)Deferred considerationDeferred consideration arising from a business combination is initially measured at fair value at the date of acquisition. Subsequently, it is measured in accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets. Where settlement of any part of the consideration for a business combination is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the Group’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.Dividends payableProvision is made for the amount of any dividends declared, determined, announced or publicly recommended by the directors before or at the end of the financial year but not distributed at balance date.

12. CAPITAL MANAGEMENTThe Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on equity, which the Group defines as profit after income tax expense divided by the average total shareholders’ equity, excluding non‑controlling interests. The Board also determines the level of dividends to ordinary shareholders.The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.The Board monitors this through the gearing ratio (net debt/net debt plus total equity), the size of available banking facilities and the assessment of the outlook for the Group operations. The target for the Group’s gearing ratio is between 25% and 35%. The gearing ratio at 30 June 2015 and 30 June 2014 was as follows:

CONSOLIDATED

2015 2014 $’M $’M

Total interest bearing loans and borrowings1 1,240.1 896.6Less: derivatives2 73.6 26.8Less: cash and cash equivalents3 381.9 368.7

Net debt 784.6 501.1Total equity 2,017.6 2,184.9

Gearing 28.0% 18.7%

1 Excluding capitalized borrowing costs and including amounts classified as held for sale.2 Including mark‑to‑market of cross currency swaps.3 Including amounts classified as held for sale.

There were no changes in the Group’s approach to capital management during the financial year.Neither the Group nor any of its subsidiaries is subject to externally imposed capital requirements.


CONSOLIDATED

2015 2014 $’M $’M

13. INTEREST BEARING LOANS AND BORROWINGS

CurrentNotes payable 12.9 –Unsecured bank loans 8.6 0.3Finance lease liability 3.0 3.6Bank overdraft 1.1 0.4Capitalized borrowing costs (0.1) (0.1)

25.5 4.2

Non‑currentNotes payable 1,048.1 871.2Unsecured bank loans 163.4 –Finance lease liability 3.0 5.2Capitalized borrowing costs (4.1) (4.6)

1,210.4 871.8

RECOGNITION AND MEASUREMENTInterest bearing loans and borrowingsLoans and borrowings are initially recognized at fair value, net of transaction costs incurred. Loans and borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the Statement of Financial Performance over the period of the loan using the effective interest rate method.Finance lease liabilityFinance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments.Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized as an expense in the Statement of Financial Performance.Borrowing costsBorrowing costs are recognized as expenses in the period in which they are incurred, except when they are included in the costs of qualifying assets. Borrowing costs include:• interestonbankoverdrafts,andshorttermandlongtermloansandborrowings;• amortizationofdiscountsorpremiumsrelatingtoloansandborrowings;and• financeleasecharges.TERMS AND CONDITIONSNotes payableUnsecured notes payable were issued in the United States private debt capital market in May 2007, April 2008, March 2011 and September 2012.The issue in September 2012 comprised USD 205.0 million maturing in September 2022 with a fixed coupon of 4.00% per annum, USD 75.0 million maturing in September 2019 with a fixed coupon of 3.45% per annum and USD 20.0 million maturing in September 2017 with a fixed coupon of 3.09% per annum. The issue in March 2011 comprised USD 175.0 million maturing in March 2021 with a fixed coupon of 5.56% per annum, USD 22.0 million maturing in March 2018 with a fixed coupon of 4.86% per annum and USD 10.0 million maturing in March 2016 with a fixed coupon of 4.16% per annum. The issue in April 2008 comprised USD 144.5 million maturing in April 2018 with a fixed coupon of 6.50% per annum. The issue in May 2007 comprised USD 140.5 million which matured in May 2014 with a fixed coupon of 5.61% per annum and USD 169.5 million maturing in May 2017 with a fixed coupon of 5.76% per annum.In accordance with the Group’s financial risk management policy, cross currency swaps have been entered into, swapping USD 299.3 million (2014: USD 371.5 million) of notes payable into, at balance date exchange rates, CAD 369.1 million (2014: CAD 347.7 million). This represents 57.1% of the notes issued in 2008, 2011 and 2012.Finance lease liabilityThe Group leases various plant and equipment under finance leases with terms of three to eight years.Unsecured bank loansUnsecured bank loans are floating interest rate debt facilities. These facilities, denominated in various currencies, are subject to negative pledge arrangements which require the Group to comply with certain minimum financial requirements.



CONSOLIDATED

2015 2014 NUMBER OF NUMBER OF SHARES $’M SHARES $’M

14. ISSUED CAPITALOrdinary shares, fully paid1,2 247,263,344 1,255.0 246,531,761 1,239.7Special voting share 1 – 1 –

247,263,345 1,255.0 246,531,762 1,239.7

1 Included in ordinary shares are 3,121,064 (2014: 3,318,214) exchangeable shares. The issuance of the exchangeable shares and the attached special voting share replicate the economic effect of issuing ordinary shares in the Company. Accordingly, for accounting purposes, exchangeable shares are treated in the same single class of issued capital as ordinary shares. In addition, the Australian Securities Exchange (ASX) treats these exchangeable shares to have been converted into ordinary shares of the Company at the time of their issue for the purposes of the ASX Listing Rules. Ordinary shares have no par value and the Company does not have a limited amount of authorized capital.

2 The WorleyParsons Limited Plans Trust holds 267,173 (2014: 267,173) shares in the Company, which have been consolidated and eliminated in accordance with the accounting standards.

(A) MOVEMENTS IN SHARES 2015 2014 NUMBER OF NUMBER OF SHARES $’M SHARES $’M

Balance at the beginning of the financial year 246,531,762 1,239.7 246,480,560 1,238.5Ordinary shares issued on redemption of exchangeable shares 197,150 5.3 276,453 7.4Exchangeable shares exchanged for ordinary shares (197,150) (5.3) (276,453) (7.4)Transfer from performance rights reserve on purchase and issuance of shares 731,583 15.3 51,202 1.2

247,263,345 1,255.0 246,531,762 1,239.7

RECOGNITION AND MEASUREMENTIssued and paid up capital is recognized at the fair value of the consideration received by the Group. Any transaction costs arising on the issue of ordinary shares are recognized directly in equity as a reduction of the share proceeds received.(B) TERMS AND CONDITIONS OF ISSUED CAPITALOrdinary sharesOrdinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.Exchangeable sharesThe exchangeable shares were issued by WorleyParsons Canada SPV Limited as part of the consideration for the acquisition of the Colt Group. Exchangeable shares may be exchanged into ordinary shares of the Company on a one for one basis (subject to adjustments) at any time by the exchangeable shareholders.Exchangeable shares have the right to receive the same cash dividends or cash distributions as declared on the ordinary shares into which they are convertible. In the event of the winding up of the Company, the exchangeable shares would convert to ordinary shares, which would participate in the proceeds from the sale of all surplus assets pro‑rata with other ordinary shares.The exchangeable shares, through a voting trust which holds a special voting share in the Company, entitle their holders to vote at the Company’s general meetings as though they hold ordinary shares. During the financial year ended 30 June 2015, 197,150 (2014: 276,453) exchangeable shares were exchanged.Special voting shareThe special voting share was issued to Computershare Trust Company of Canada Limited (Trustee) as part of the consideration for the acquisition of the Colt Group. The special voting share does not have the right to receive dividends as declared, and in the event of the winding up of the Company is unable to participate in the proceeds from the sale of all surplus assets. The special voting share has a right to vote together as one class of share with the holders of ordinary shares in the circumstances in which shareholders have a right to vote, subject to the Company’s Constitution and applicable law. The Trustee must vote in the manner instructed by an exchangeable shareholder in respect of the number of votes that would attach to the ordinary shares to be received by that exchangeable shareholder on exchange of its exchangeable shares. The special voting share has an aggregate number of votes equal to the number of votes attached to ordinary shares into which the exchangeable shares are retracted or redeemed.


(C) PERFORMANCE RIGHTSThe policy in respect of performance rights is outlined in note 5.

NUMBER OF PERFORMANCE RIGHTS

2015 2014

Balance at the beginning of the financial year 2,891,244 3,134,294Rights granted 1,042,685 658,301Rights exercised (731,583) (51,202)Rights lapsed or expired (975,567) (850,149)

Balance at the end of the financial year 2,226,779 2,891,244

Exercisable at the end of the financial year 864 19,427

Weighted average exercise price $nil $nil

Performance rightsThe outstanding balance as at 30 June 2015 is represented by:• 11,333performancerights,vestingon30September2018andexpiringon1April2022;• 181,302performancerights,vestingon30September2018andexpiringon30October2021;• 26,641performancerights,vestingon30September2017andexpiringon30October2021;• 724,328performancerights,vestingon30September2017andexpiringon30October2021;• 139,038performancerights,vestingon30September2017andexpiringon24October2020;• 26,641performancerights,vestingon30September2016andexpiringon1April2022;• 373,803performancerights,vestingon30September2016andexpiringon24October2020;• 83,794performancerights,vestingon30September2016andexpiringon18October2019;• 26,641performancerights,vestingon30September2015andexpiringon1April2022;• 593,429performancerights,vestingon30September2015andexpiringon18October2019;• 38,965performancerights,vestingon30September2015andexpiringon30September2016;and• 864performancerights,vestedon30September2012andexpiringon30September2015.KEY ESTIMATESWeighted average remaining contractual lifeThe weighted average remaining life for the rights outstanding as at 30 June 2015 is 5.4 years (2014: 4.7 years).Weighted average fair valueThe weighted average fair value of rights granted during the financial year was $10.60 (2014: $15.76).Pricing modelThe following table lists the inputs to the models used for the financial years ended 30 June 2015 and 30 June 2014:

PERFORMANCE RIGHTS PERFORMANCE RIGHTS PLAN 2015 PLAN 2014 TSR AND EPS TSR AND EPS

CEO OTHERS CEO OTHERS

Dividend yield (%) 6.43 6.43‑7.34 4.46 4.46Expected volatility (%) 30 30‑35 30 30Risk‑free interest rate (%) 2.85 1.75‑2.85 3.48 2.91Expected life of rights (years) 4 0.5‑4 4 3‑4Rights exercise price ($) nil nil nil nilWeighted average share price at measurement date ($) 13.70 9.34 & 13.70 21.55 21.55

The expected volatility was determined based on the historical share price volatility of the Company. The resulting expected volatility therefore reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.



CONSOLIDATED

2015 2014 $’M $’M

15. RESERVESForeign currency translation reserve (159.0) (246.5)Hedge reserve 10.7 11.0Performance rights reserve 46.9 49.3Acquisition reserve (9.6) (9.6)

(111.0) (195.8)

(A) FOREIGN CURRENCY TRANSLATION RESERVEThe foreign currency translation reserve is used to record foreign exchange differences arising from the translation of the financial statements of foreign controlled entities and associates, and the net investments hedged in their entities.(B) HEDGE RESERVEThe hedge reserve is used to record gains or losses on hedging instruments used in the cash flow hedges that are recognized directly in equity. Amounts are recognized in the Statement of Financial Performance when the associated hedged transaction affects the profit and loss.The total amount recognized in the Statement of Financial Performance was a loss of $0.0 million (2014: $0.6 million). This amount is included in professional services costs.RECOGNITION AND MEASUREMENTSpecific hedgesHedging is undertaken to avoid or minimize potential adverse financial effects of movements in foreign currency exchange rates. Gains or losses arising upon entry into a hedging transaction intended to hedge the purchase or sale of goods or services, together with subsequent foreign exchange gains or losses resulting from those transactions, are deferred up to the date of the purchase or sale and included in the measurement of the purchase or sale.Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognized directly in equity in the foreign currency translation reserve.At each balance date, the Group measures the effectiveness of its cash flow hedges. The effective portion of the gain or loss on the hedging instrument is recognized directly in equity, while the ineffective portion is recognized in the profit and loss.(C) PERFORMANCE RIGHTS RESERVEThe performance rights reserve is used to recognize the fair value of performance rights issued but not vested.(D) ACQUISITION RESERVEThe acquisition reserve is used to record differences between the carrying value of non‑controlling interests before acquisition and the consideration paid upon acquisition of an additional shareholding, where the transaction does not result in a loss of control. The reserve is attributable to the equity of the parent entity.

CONSOLIDATED

2015 2014

16. (LOSS)/EARNINGS PER SHARE

ATTRIBUTABLE TO MEMBERS OF WORLEYPARSONS LIMITEDBasic (loss)/earnings per share (cents) (22.2) 101.0Diluted (loss)/earnings per share (cents) (22.2) 100.3

The following reflects the income and security data used in the calculation of basic and diluted (loss)/earnings per share:(A) RECONCILIATION OF (LOSS)/EARNINGS USED IN CALCULATING (LOSS)/EARNINGS PER SHARE $’M $’M

(Loss)/earnings used in calculating basic and diluted (loss)/earnings per share (54.9) 249.1

(B) WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATORWeighted average number of ordinary securities used in calculating basic (loss)/earnings per share 247,078,995 246,528,865Performance rights which are considered dilutive1 – 1,828,215

Adjusted weighted average number of ordinary securities used in calculating diluted (loss)/earnings per share 247,078,995 248,357,080

1 Performance rights which could be considered dilutive are 1,204,233. In the current reporting period they are considered antidilutive.

The weighted average number of converted, lapsed or canceled potential ordinary shares used in calculating diluted (loss)/earnings per share was nil (2014: 189,104). In the current reporting period 308,430 of such potential ordinary shares were considered antidilutive.


MEASUREMENTBasic (loss)/earnings per shareBasic (loss)/earnings per share is determined by dividing the (loss)/profit attributable to members of WorleyParsons Limited by the weighted average number of ordinary shares outstanding during the financial year.Diluted (loss)/earnings per shareDiluted (loss)/earnings per share is calculated as (loss)/profit attributable to members of WorleyParsons Limited adjusted for:• costsofservicingequity(otherthandividends);• theafter‑taxeffectofdividendsandinterestassociatedwithdilutivepotentialordinarysharesthathavebeenrecognizedasexpenses;and• othernon‑discretionarychangesinrevenuesorexpensesduringtheperiodthatwouldresultfromthedilutionofpotentialordinaryshares,dividedby

the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

CONSOLIDATED

2015 2014 $’M $’M

17. DIVIDENDS(A) FINAL DIVIDEND PROPOSEDDividend in respect of the six months to 30 June 2015:22.0 cents per share, unfranked1 54.4 –Dividend in respect of the six months to 30 June 2014:51.0 cents per share (10.5 cents franked1) – 125.7

1 The Group has sufficient credits in its foreign income account to ensure that there should be no Australian dividend withholding tax withheld on dividends paid to non‑resident shareholders. The unfranked portion of the dividend represents conduit foreign income.

The directors have resolved to pay a final dividend of 22.0 cents per share, unfranked (2014: 51.0 cents per share, partially franked at 20.5%). Combined with the half year (interim) dividend, the Company will make total dividend payments of 56.0 cents per share for the financial year (2014: 85.0 cents per share). The dividend will be paid on 30 September 2015 for shareholders on the register at the record date, being 2 September 2015.In accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets, the aggregate amount of the proposed final dividend of $54.4 million is not recognized as a liability as at 30 June 2015.(B) DIVIDENDS PAID DURING THE FINANCIAL YEARDividend in respect of the six months to 31 December 2014:34.0 cents per share (2.7 cents franked) 84.1 –Dividend in respect of the six months to 30 June 2014:51.0 cents per share (10.5 cents franked) 125.7 –Dividend in respect of the six months to 31 December 2013:34.0 cents per share (8.5 cents franked) – 83.9Dividend in respect of the six months to 30 June 2013:51.0 cents per share (unfranked) – 125.7

209.8 209.6

(C) IMPUTATION CREDIT BALANCE OF THE PARENT ENTITYThe amount of imputation credits available on a tax paid basis for future tax distributions is:Imputation credits balance as at the end of the financial year at the corporate tax rate of 30% (2014: 30%) 5.2 10.2Imputation (debits)/credits arising from the payments of refunds of income tax provided in this financial report (5.2) 0.8

Imputation credits available for distribution – 11.0Imputation debits that will arise from the payment of the final dividend – (11.0)

Imputation credits available for future dividends – –

18. FINANCIAL RISK MANAGEMENT(A) OVERVIEWThe Group’s principal financial instruments comprise receivables, payables, bank loans and overdrafts, finance leases, cash and short term deposits and derivatives. The Group has exposure to the following risks from its use of financial instruments:• creditrisk;• liquidityrisk;and• marketrisk.This note presents information about the Group’s exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Quantitative disclosures are included throughout this financial report.



18. FINANCIAL RISK MANAGEMENT (continued)The Board has overall responsibility for the establishment and oversight of the risk management framework. The Audit and Risk Committee assists the Board in overseeing the integrity of the Group’s financial reporting risk management framework and internal controls.Risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.The Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Committee.(B) CREDIT RISKCredit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial assets of the Group comprise cash and cash equivalents, trade and other receivables, and derivative financial instruments and off Statement of Financial Position guarantees and letters of credit. The Group’s maximum exposure to credit risk is equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note. Credit exposure of derivatives is considered to be any positive market value.Trade and other receivablesThe Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The profiles of the Group’s customer base, including the default risk of the industry and country in which customers operate, have less of an influence on credit risk. Geographically and on a customer basis, there is no concentration of credit risk.The Group has a credit policy under which each new customer is analyzed for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, when available, and in some cases bank references.The Group has established an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. This allowance comprises only those components that are individually significant.GuaranteesDetails of outstanding guarantees are provided in note 25(A). The Group is, in the normal course of business, required to provide guarantees and letters of credit on behalf of controlled entities, associates and related parties in respect of their contractual performance related obligations.The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was:

CARRYING AMOUNT CONSOLIDATED

2015 2014 $’M $’M

Cash and cash equivalents 381.9 365.8Trade receivables, unbilled contract revenue and retentions 1,918.1 1,883.7Other receivables 164.6 148.5Amounts owing by associates and related parties 60.2 44.6Derivatives 74.5 28.4

2,599.3 2,471.0

The ageing of the Group’s trade receivables, unbilled contract revenue and retentions at the reporting date was: GROSS IMPAIRMENT GROSS IMPAIRMENT 2015 2015 2014 2014 $’M $’M $’M $’M

Unbilled contract revenue 952.4 – 1,009.4 –0‑30 days 517.4 (14.3) 701.7 (4.3)Past due 31‑60 days 206.8 (0.1) 67.5 (0.3)Past due 61‑90 days 50.1 (0.9) 21.7 –Past due 91‑120 days 53.3 (0.2) 11.3 –More than 121 days 187.6 (34.0) 108.5 (31.8)

1,967.6 (49.5) 1,920.1 (36.4)

Based on historic default rates, the Group believes that no impairment allowance is necessary in respect of receivables not past due or past due by up to 30 days other than for specifically identified accounts. The Group’s typical payment terms are 30 days from date of invoice.The allowance amounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied that no recovery of the amount owingispossible;atthatpoint,theamountisconsideredirrecoverableandiswrittenoffagainstthefinancialassetdirectly.Counterparties with receivables neither past due nor impaired are assessed as creditworthy.


(C) LIQUIDITY RISKLiquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.TheGroupensuresthatithassufficientcashondemandtomeetexpectedoperationalexpensesincludingtheservicingoffinancialobligations;this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.The Group has unrestricted access at balance date to the following lines of credit:

CONSOLIDATED

2015 2014 $’M $’M

SECURED FACILITIESTotal facilities available:Loan facilities – 15.9Finance lease facilities 6.0 8.8

6.0 24.7

Facilities utilized at balance date:Loan facilities – 15.9Finance lease facilities 6.0 8.8

6.0 24.7

The maturity profile in respect of the Group’s secured loan facilities is set out below:Due within one year 3.0 5.3Due between one and four year(s) 3.0 10.9Due after four years – 8.5

6.0 24.7

UNSECURED FACILITIESTotal facilities available:Loan facilities 1,950.8 1,635.6Overdraft facilities 130.0 122.3Bank guarantees and letters of credit 1,196.1 979.3

3,276.9 2,737.2

Facilities utilized at balance date:Loan facilities 1,233.0 871.5Overdraft facilities 1.1 0.4Bank guarantees and letters of credit 753.6 692.4

1,987.7 1,564.3

Facilities available at balance date:Loan facilities 717.8 764.2Overdraft facilities 128.9 121.9Bank guarantees and letters of credit 442.5 286.9

1,289.2 1,173.0

The maturity profile in respect of the Group’s total unsecured loan and overdraft facilities is set out below:Due within one year 173.6 280.3Due between one and four year(s) 1,319.1 443.0Due after four years 588.1 1,034.6

2,080.8 1,757.9



18. FINANCIAL RISK MANAGEMENT (continued)The table below analyzes the Group’s financial liabilities into relevant maturity groupings based on the remaining period from balance date to the contractual maturity date. As the amounts disclosed in the table are the contractual undiscounted cash flows, their balances will not necessarily agree with the amounts disclosed in the Statement of Financial Position. CONSOLIDATED

INTEREST EXPECTED TRADE PAYABLES TO BEARING FUTURE TOTAL AND OTHER ASSOCIATES AND LOANS AND INTEREST FINANCIAL PAYABLES RELATED PARTIES BORROWINGS PAYMENTS DERIVATIVES LIABILITIES $’M $’M $’M $’M $’M $’M

As at 30 June 2015Due within one year 510.1 11.0 25.6 0.5 2.9 550.1Due between one and four year(s) 29.5 – 626.4 145.8 – 801.7Due after four years – – 588.1 162.6 – 750.7

539.6 11.0 1,240.1 308.9 2.9 2,102.5

As at 30 June 2014Due within one year 481.4 8.1 5.9 0.3 5.6 501.3Due between one and four year(s) – – 399.3 76.0 – 475.3Due after four years – – 491.4 158.5 – 649.9

481.4 8.1 896.6 234.8 5.6 1,626.5

(D) MARKET RISKMarket risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Group enters into derivatives, and also incurs financial liabilities, in order to manage market risk. Generally, the Group seeks to apply hedge accounting in order to reduce volatility in the profit and loss.(i) Currency riskThe Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities. In the ordinary course of business, the Group structures its contracts to be in the functional currency of the country where the work is performed and costs incurred.The Group uses forward exchange contracts and foreign currency options to hedge its currency risk, most with a maturity of less than one year from the reporting date. When necessary, forward exchange contracts are rolled over at maturity.Interest on borrowings is denominated in currencies that match the cash flows generated by the underlying operations for the Group resulting in an economic hedge. Interest is primarily AUD, CAD, GBP and USD.A number of the Group controlled entities have a functional currency other than AUD. The exchange gains or losses on the net equity investment of foreign operations are reflected in the foreign currency translation reserve within the parent entity’s equity. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies.(1) CROSS CURRENCY SWAPS

The Group uses cross currency swaps to hedge its foreign currency interest rate risk, most with a maturity of greater than one year from the reporting date.At balance date, the details of cross currency swaps were: WEIGHTED AVERAGE AMOUNT AMOUNT EXCHANGE RATE RECEIVABLE/(PAYABLE) RECEIVABLE/(PAYABLE)

2015 2014 2015 2015 2014 2014 M M M M

Contracts to buy USD and sell CADMaturing 24 March 2016 0.99 0.99 USD 10.0 CAD (9.9) USD 10.0 CAD (9.9)Maturing 24 March 2018 0.99 0.99 USD 22.0 CAD (21.7) USD 22.0 CAD (21.7)Maturing 30 April 2018 1.00 1.00 USD 72.3 CAD (72.3) USD 144.5 CAD (144.5)Maturing 13 September 2019 1.01 1.01 USD 75.0 CAD (76.0) USD 75.0 CAD (76.0)Maturing 24 March 2021 0.99 0.99 USD 120.0 CAD (118.3) USD 120.0 CAD (118.3)

The following gains and losses have been deferred at balance date: CONSOLIDATED

2015 2014 $’M $’M

Fair value gain on cross currency hedge 73.6 26.8Foreign exchange loss on hedge relationship (74.4) (24.9)

Net gain pre‑tax in hedge relationship (0.8) 1.9


(2) FORWARD EXCHANGE CONTRACTS

The Group is exposed to foreign exchange rate transaction risk on foreign currency sales, purchases, and loans to and from related entities. The most significant foreign exchange risk is US dollar receipts by Australian and other non‑US entities. When required, hedging is undertaken through transactions entered into in the foreign exchange markets. Forward exchange contracts have been used for hedging purposes. Forward exchange contracts are generally accounted for as cash flow hedges.At balance date, the details of significant outstanding contracts were:

WEIGHTED AVERAGE AMOUNT AMOUNT EXCHANGE RATE RECEIVABLE/(PAYABLE) RECEIVABLE/(PAYABLE)

2015 2014 2015 2015 2014 2014 M M M M

Maturing in the next 6 months to 31 December 2015Buy AUD and Sell USD 1.15 1.11 AUD 9.1 USD (7.9) AUD 4.7 USD (4.2)Buy AUD and Sell ZAR – 0.10 – – AUD 9.3 ZAR (90.0)Buy CAD and Sell USD 1.24 – CAD 40.0 USD (32.3) – –Buy CNY and Sell AUD – 5.34 – – CNY 50.0 AUD (9.4)Buy CNY and Sell CAD 5.08 5.49 CNY 2.5 CAD (0.5) CNY 16.0 CAD (2.9)Buy CNY and Sell USD – 6.20 – – CNY 97.6 USD (15.8)Buy EUR and Sell AUD 0.69 0.68 EUR 0.3 AUD (0.4) EUR 2.0 AUD (3.0)Buy EUR and Sell KRW 2.97 – EUR 1.4 KRW (0.5) – –Buy EUR and sell PLN – 0.23 – – EUR 1.1 PLN (4.9)Buy GBP and Sell AUD 0.49 – GBP 3.5 AUD (7.1) – –Buy GBP and Sell EUR 0.77 – GBP 1.9 EUR (2.4) – –Buy GBP and Sell RUB 0.01 – GBP 0.6 RUB (37.8) GBP 14.3 RUB (857.7)Buy GBP and Sell USD – 0.59 – – GBP 7.7 USD (12.9)Buy INR and Sell USD – 67.64 – – INR 15.7 USD (0.2)Buy MYR and Sell AUD 2.86 – MYR 10.0 AUD (3.5) – –Buy NOK and Sell AUD 5.92 5.46 NOK 179.0 AUD (30.2) NOK 256.0 AUD (46.9)Buy NZD and Sell AUD 1.12 1.10 NZD 5.5 AUD (4.9) NZD 19.0 AUD (17.3)Buy SGD and Sell AUD 1.04 1.14 SGD 2.6 AUD (2.5) SGD 5.3 AUD (4.6)Buy USD and Sell AUD 0.77 – USD 10.0 AUD (13.0) – –Buy USD and Sell GBP 1.57 – USD 5.6 GBP (3.6) – –Buy ZAR and Sell USD – 10.64 – – ZAR 24.5 USD (2.3)Maturing in the next 7‑12 months to 30 June 2016Buy AUD and Sell USD 1.31 1.12 AUD 3.0 USD (2.3) AUD 3.3 USD (2.9)Buy EUR and Sell KWD 2.95 – EUR 0.7 KWD (0.2) – –Buy EUR and Sell PLN – 0.23 – – EUR 2.0 PLN (8.9)Buy GBP and Sell EUR 0.80 – GBP 0.4 EUR (0.5) – –Buy GBP and Sell RUB – 0.02 – – GBP 1.9 RUB (122.0)Maturing in the next 13‑18 months to 31 December 2016Buy EUR and Sell PLN – 0.23 – – EUR 0.6 PLN (2.6)

As these contracts are hedging anticipated future receipts and sales to the extent that they satisfy hedge accounting criteria, any unrealized gains and losses on the contracts, together with the cost of the contracts, are deferred and will be recognized in the measurement of the underlying transaction provided the underlying transaction is still expected to occur as originally designated. Included in the amounts deferred are any gains and losses on hedging contracts terminated prior to maturity where the related hedged transaction is still expected to occur as designated.The gains and losses deferred in the Statement of Financial Position were:

CONSOLIDATED

2015 2014 $’M $’M

Effective hedge – unrealized gains 0.9 1.6Effective hedge – unrealized losses (2.9) (5.6)

Net unrealized gains/(losses), pre‑tax (2.0) (4.0)



18. FINANCIAL RISK MANAGEMENT (continued)(3) FOREIGN CURRENCY RISK EXPOSURE

The Group’s year‑end Statement of Financial Position exposure to foreign currency risk was as follows, based on notional amounts. The following are financial assets and liabilities (unhedged amounts) in currencies other than the functional currencies of the entity in which they are recorded:

CONSOLIDATED

CAD1 GBP1 USD1 OTHER1 AS AT 30 JUNE 2015 $’M $’M $’M $’M

Cash and cash equivalents 0.5 4.7 87.7 26.8Trade receivables and unbilled contract revenue 0.8 2.8 83.1 78.4Trade payables (0.2) (0.7) (60.6) (86.6)

Gross Statement of Financial Position exposure 1.1 6.8 110.2 18.6

AS AT 30 JUNE 2014

Cash and cash equivalents 1.3 1.7 60.2 13.6Trade receivables and unbilled contract revenue 0.3 1.6 71.6 41.8Derivative assets – – 0.3 0.4Trade payables (1.0) (1.9) (51.6) (16.6)

Gross Statement of Financial Position exposure 0.6 1.4 80.5 39.2

1 Represents in AUD currency millions as indicated.

(4) CURRENCY SENSITIVITY ANALYSIS

A 10% weakening of the Australian dollar against the following currencies at 30 June 2015 in relation to the preceding foreign currency exposures would have increased/(decreased) equity and profit by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed and shown on the same basis for 2014.

CONSOLIDATED

2015 2014

EFFECTS IN MILLIONS OF AUD EQUITY PROFIT EQUITY PROFIT

CAD – 0.1 – –GBP – 1.1 – 0.2USD – 11.1 – 6.6Other – 1.3 – 2.7

A 10% strengthening of the Australian dollar against the above currencies at 30 June 2015 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.The following significant exchange rates against the AUD applied during the financial year:

AVERAGE REPORTING DATE EXCHANGE RATE SPOT EXCHANGE RATE

2015 2014 2015 2014

CAD 0.9774 0.9830 0.9542 1.0069GBP 0.5305 0.5655 0.4914 0.5531USD 0.8370 0.9186 0.7737 0.9424


(ii) Interest rate riskInterest rate risk is the risk that changes in interest rates will affect the Group’s income or the value of its holdings of financial instruments.The Group enters into interest rate swaps to manage interest rate risk. The Group adopts a policy of ensuring that the majority of its exposure to interest rates on borrowings is on a fixed rate basis.

(1) INTEREST RATE RISK EXPOSURES

The Group’s exposure to interest rate risk and the effective weighted average interest rate by maturity periods are set out in the following table: WEIGHTED AVERAGE FLOATING NON‑ INTEREST INTEREST 1 YEAR 1 TO 2 TO 3 TO 4 TO MORE THAN INTEREST RATE RATE OR LESS 2 YEAR(S) 3 YEARS 4 YEARS 5 YEARS 5 YEARS BEARING TOTAL % PA $’M $’M $’M $’M $’M $’M $’M $’M $’M

AS AT 30 JUNE 2015Cash and cash equivalents 1.5 381.9 – – – – – – – 381.9Bank loans 2.0 – 9.7 163.4 – – – – – 173.1Notes payable 5.1 – 12.9 219.1 240.9 – 96.9 491.2 – 1,061.0Finance lease liabilities 2.1 – 3.0 2.8 0.2 – – – – 6.0AS AT 30 JUNE 2014Cash and cash equivalents 1.5 365.8 – – – – – – – 365.8Bank loans 5.9 0.2 2.3 1.8 1.9 2.0 – 8.4 – 16.6Notes payable 5.1 – – 10.6 179.9 197.9 – 482.8 – 871.2Finance lease liabilities 2.0 – 3.6 2.9 2.1 0.2 – – – 8.8Interest rate swaps – (15.5) 1.6 1.7 1.9 2.0 2.2 6.1 – –

As the largest component of interest bearing liabilities, being notes payable, are at fixed interest rates, the effect of changes in interest rates on equity and profit and loss of the Group is negligible. All other financial assets and financial liabilities are non‑interest bearing.

19. FAIR VALUESDETERMINATION OF FAIR VALUESThe Group’s accounting policies and disclosures require the determination of fair value, for both financial and non‑financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions used in determining fair values is disclosed in the notes specific to that asset or liability.DerivativesThe fair value of forward exchange contracts is estimated by discounting the difference between the contractual forward price for the residual maturity of the contract using a risk‑free interest rate (based on government bonds). The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated cash flows based on the terms and maturity of each contract and using market interest rates for similar instruments at the measurement date.Non‑derivative financial liabilitiesFair value, which is determined for disclosure purposes, is the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. For finance leases, the market rate of interest is determined by reference to similar lease agreements.FAIR VALUES COMPARED TO CARRYING AMOUNTSThe fair values of financial assets and liabilities approximate their carrying values with the exception of interest bearing loans and borrowings which have a fair value of $1,385.5 million (2014: $951.0 million) and a carrying value of $1,240.1 million (2014: $896.6 million).The Group uses the following hierarchy for determining the fair value of a financial asset or liability:• Level1–thefairvalueiscalculatedusingquotedpricesinactivemarkets;and• Level2–thefairvalueisestimatedusinginputsotherthanquotedpricesincludedinLevel1thatareobservablefortheassetorliability,either

directly (as prices) or indirectly (derived from prices).Derivative instruments including interest rate swaps and forward exchange contracts are restated to fair values at each reporting date based on market observable inputs such as foreign exchange spot and forward rates, interest rate curves and forward rates curves.Fair values of the Group’s interest bearing loans and borrowings are determined by discounting future cash flows using period‑end borrowing rates on loans and borrowings with similar terms and maturity.There were no transfers between Level 1 and 2, and no financial instruments were measured at Level 3 (where fair value is measured using unobservable inputs for the asset or liability) for the periods presented in this report.



BENEFICIAL INTEREST HELD BY CONSOLIDATED ENTITY

2015 2014 ENTITY COUNTRY OF INCORPORATION % %

20. INVESTMENTS IN CONTROLLED ENTITIES(A) SIGNIFICANT ENTITIESWorley No 2 Pty Limited1 Australia 100 100WorleyParsons Canada Services Ltd Canada 100 100WorleyParsonsCord Limited Canada 100 100WorleyParsons Engineering Pty Limited1 Australia 100 100WorleyParsons Europe Limited United Kingdom 100 100WorleyParsons Financial Services Pty Limited1 Australia 100 100WorleyParsons Group Inc USA 100 100WorleyParsons International Inc USA 100 100WorleyParsons Oman Engineering LLC Oman 51 51WorleyParsons Services Pty Limited1 Australia 100 100Rosenberg WorleyParsons AS Norway 100 100Beijing MaisonWorleyParsons Engineering & Technology Co Limited China 80 80WorleyParsons Kazakhstan LLP Kazakhstan 100 100Acquired during the yearMTG Limited USA 100 –Hadron Holdings Inc USA 100 –

1 Entities subject to Australian Securities and Investments Commission Class Order 98/1418 relief.

In accordance with the accounting standards, the Group discloses only significant entities identified on the basis of materiality.(B) ACQUISITION OF CONTROLLED ENTITIESOn 24 October 2014, the Group acquired 100% of the voting shares of MTG Limited (MTG) and its controlled entities. MTG is a US based management consulting firm in the oil and gas, petrochemicals and chemicals industries with operations in North America, the United Kingdom and Australia. The acquisition was made as a building block in the growth of Advisian, the advisory business of the Group. The financial report includes the results of MTG for the eight month period from the acquisition date. On 2 December 2014, the Group also acquired 100% of the voting rights of Hadron Holdings Inc and its controlled entities (comprising the Atlantic Nuclear business (ANI)). The financial report includes the results of ANI for the seven month period from the acquisition date.During the financial year, the Group increased its shareholding in Beijing Maison WorleyParsons Engineering & Technology Co Ltd. The change in ownership percentage did not result in a change in control and has therefore being treated in accordance with AASB 3 Business Combinations.In the prior year, WorleyParsons Engineering Pty Limited, a wholly owned subsidiary of the Company, acquired an additional 50% net interest in Transfield Worley Limited, currently known as WorleyParsons New Zealand Limited, which had previously been accounted for as equity accounted associate, resulting in the change in the classification of the investment from equity accounted associate to subsidiary of the Group.There were no changes to the acquisition values recognized in the 30 June 2014 financial statements.RECOGNITION AND MEASUREMENTControlled entitiesWhere control of an entity is obtained during a financial year, its results are included in the Statement of Financial Performance and the Statement of Comprehensive Income from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control existed.A change in the ownership interest of a subsidiary that does not result in a loss of control, is accounted for as an equity transaction.Acquisition of assets and business combinationsThe purchase method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken or assumed at the date of acquisition. Transaction costs directly attributable to the acquisition are expensed as incurred. Where equity instruments are issued in a business combination, the value of the instruments is their market price as determined by market valuation at the acquisition date. Transaction costs arising on the issue of equity instruments are recognized directly in equity.If the business combination is achieved in stages, the acquisition date fair value of the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through the profit and loss.


Except for non‑current assets or disposal groups classified as held for sale (which are measured at fair value less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non‑controlling interest. The excess of the cost of the business combination over the net fair value of the Group’s share of the identifiable net assets acquired is recognized as goodwill. If the cost of acquisition is less than the Group’s share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognized as a gain in the Statement of Financial Performance, but only after a reassessment of the identification and measurement of the net assets acquired.Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the Group’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

OWNERSHIP INTEREST CARRYING AMOUNT CONSOLIDATED CONSOLIDATED

PRINCIPAL PLACE OF 2015 2014 2015 2014 ENTITY BUSINESS PRINCIPAL ACTIVITY % % $’M $’M

21. EQUITY ACCOUNTED INVESTMENTS(A) DETAILS OF EQUITY ACCOUNTED INVESTMENTS ARE AS FOLLOWS:The Group’s largest equity accounted investments are listed below. None is considered individually material to the Group.

Significant investmentsDeltaAfrik Engineering Limited Nigeria Hydrocarbons 49 49 22.9 12.2Transfield Worley Power Services Pty Limited Australia Infrastructure 50 50 22.4 23.0Ranhill WorleyParsons Sdn Bhd Malaysia Hydrocarbons 49 49 20.3 30.2Cegertec WorleyParsons Inc Canada Minerals, Metals & Chemicals 50 50 12.7 21.6Other investments 37.9 28.5

116.2 115.5

(B) CARRYING AMOUNT OF EQUITY ACCOUNTED INVESTMENTS CONSOLIDATED

2015 2014 $’M $’M

Carrying amount at the beginning of the financial year 115.5 131.4Share of net profits of investments accounted for using the equity method 10.8 18.0Dividends declared by equity accounted investments (15.8) (23.5)Change in nature of investment and investment acquired – (8.0)Movement in foreign currency translation reserve of equity accounted investments 5.7 (2.4)

Carrying amount at the end of the financial year 116.2 115.5

(C) NET PROFITS ATTRIBUTABLE TO EQUITY ACCOUNTED INVESTMENTSProfits before income tax expense 14.8 27.4Income tax expense (4.0) (9.4)

Net profits of equity accounted investments 10.8 18.0

(D) REVENUE ATTRIBUTABLE TO EQUITY ACCOUNTED INVESTMENTSShare of revenue from equity accounted investments 514.6 524.0

(E) RESERVES ATTRIBUTABLE TO EQUITY ACCOUNTED INVESTMENTSFOREIGN CURRENCY TRANSLATION RESERVEBalance at the beginning of the financial year (17.4) (15.0)Change in nature of investment – (1.3)Movement in reserve 5.7 (1.1)

Balance at the end of the financial year (11.7) (17.4)



CONSOLIDATED

2015 2014 $’M $’M

21. EQUITY ACCOUNTED INVESTMENTS (continued)(F) RETAINED PROFITS ATTRIBUTABLE TO EQUITY ACCOUNTED INVESTMENTSBalance at the beginning of the financial year 111.4 123.6Share of net profits of investments accounted for using the equity method 10.8 18.0Change in nature of investment – (6.7)Dividends declared (15.8) (23.5)


(G) SHARE OF EQUITY ACCOUNTED INVESTMENTS’ CONTINGENT LIABILITIESPerformance related guarantees issued 7.4 11.4

(H) SHARE OF EQUITY ACCOUNTED INVESTMENTS’ ExPENDITURE COMMITMENTSOperating lease commitments 0.6 2.8

(I) SUMMARY OF FINANCIAL POSITION OF EQUITY ACCOUNTED INVESTMENTSThe consolidated entity’s share of aggregate assets and liabilities of equity accounted investments is:Current assets 165.4 220.5Non‑current assets 90.2 68.6Current liabilities (131.9) (157.2)Non‑current liabilities (15.4) (23.7)

Net assets 108.3 108.2Goodwill 7.9 7.3

Carrying amount at the end of the financial year 116.2 115.5

RECOGNITION AND MEASUREMENTInvestments in associates are accounted for in the consolidated financial statements using the equity method of accounting. Under this method, the consolidated entity’s share of the post‑acquisition profits or losses after tax of associates is recognized in the Statement of Financial Performance and the Statement of Comprehensive Income, and its share of post‑acquisition movements in reserves is recognized in consolidated reserves. The cumulative post‑acquisition movements are adjusted against the cost of the investment. Associates are those entities over which the consolidated entity exercises significant influence, but not control.


OWNERSHIP INTEREST CONSOLIDATED

2015 2014 JOINT OPERATION PRINCIPAL ACTIVITY % %

22. INTERESTS IN JOINT OPERATIONSThe Group’s largest joint operation is listed below. It is not individually material to the Group.Kazakh Projects Joint Venture Limited Hydrocarbons 50 50

The consolidated entity’s interests in the assets and liabilities employed in all joint operations are included in the Statement of Financial Position under the following classifications:

CONSOLIDATED

2015 2014 $’M $’M

ASSETSCurrent assetsCash and cash equivalents 7.7 13.2Trade and other receivables 41.2 44.1Other financial assets 4.6 5.1

Total current assets 53.5 62.4

Non‑current assetsProperty, plant and equipment 0.1 2.0

Total non‑current assets 0.1 2.0

TOTAL ASSETS 53.6 64.4

LIABILITIESCurrent liabilitiesTrade and other payables 50.6 62.9Provisions – 8.7

Total current liabilities 50.6 71.6

Non‑current liabilitiesOther non‑current liabilities – 1.3

Total non‑current liabilities – 1.3

TOTAL LIABILITIES 50.6 72.9

NET ASSETS/(LIABILITIES) 3.0 (8.5)

RECOGNITION AND MEASUREMENTThe Group recognizes its proportionate interest in the assets, liabilities, revenues and expenses of any joint operations. These balances are incorporated in the financial statements under the appropriate headings.



23. ASSETS AND LIABILITIES HELD FOR SALEThe Exmouth Power Station previously recorded as assets and liabilities held for sale was sold during the financial year and is derecognized as at 30 June 2015. A net gain on sale of $1.3 million was recognized and included in other income (refer note 4). For comparative purposes, the details of the assets and liabilities held for sale as at 30 June 2014, and the associated recognition and measurement criteria have been disclosed below.

CONSOLIDATED

2015 2014 $’M $’M

Cash and cash equivalents – 2.9Trade and other receivables – 1.5Finance lease receivable – 26.0Deferred tax assets – 0.5

Assets held for sale – 30.9

Trade and other payables – 1.2Interest bearing loans and borrowings – 15.9Deferred tax liabilities – 0.7Derivatives – 1.6

Liabilities held for sale – 19.4

The above assets and liabilities were reported in the Services business line and in the Infrastructure customer sector group.RECOGNITION AND MEASUREMENTNon‑current assets and disposal groups are classified as held for sale and measured at the lower of their carrying value, and fair value less costs to sell, if their carrying amount will be recovered principally through a sale transaction. They are not depreciated or amortized. For an asset or disposal group to be classified as held for sale, it must be available for immediate sale in its present condition and its sale must be highly probable.An impairment loss is recognized for any initial or subsequent write‑down of the asset (or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non‑current asset (or disposal group) is recognized at the date of derecognition.The assets and liabilities are presented separately on the face of the Statement of Financial Position.

CONSOLIDATED

2015 2014 $’M $’M

24. COMMITMENTS FOR EXPENDITURE(A) OPERATING LEASESCommitments for minimum lease payments in relation to non‑cancelable operating leases are payable as follows:Within one year 201.0 215.7Later than one year and not later than five years 403.2 487.0Later than five years 65.4 96.0

Commitments not recognized in the financial statements 669.6 798.7

(B) OPERATING ExPENDITURE COMMITMENTSEstimated commitments for operating expenditure in relation to software and information technology are payable as follows:Within one year 110.6 14.2Later than one year and not later than five years 14.1 10.8


Commitments are disclosed net of the amount of GST payable to the taxation authority.


25. CONTINGENT LIABILITIES(A) GUARANTEESThe Company is, in the normal course of business, required to provide guarantees and letters of credit on behalf of controlled entities, associates and related parties in respect of their contractual performance related obligations.These guarantees and letters of credit only give rise to a liability where the entity concerned fails to perform its contractual obligation.

CONSOLIDATED

2015 2014 $’M $’M

Bank guarantees outstanding at balance date in respect of contractual performance 753.6 692.4


Contingencies are disclosed net of the amount of GST recoverable from or payable to the taxation authority.(B) ACTUAL AND PENDING CLAIMSThe Company is subject to various actual and pending claims arising in the normal course of business. The Company has regular claims reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies. The directors are currently of the view that the consolidated entity is adequately provided in respect of these claims in accordance with the accounting policy set out in note 11.(C) ASBESTOSCertain subsidiaries acquired as part of the Parsons acquisition (Parsons E&C), have been, and continue to be, the subject of litigation relating to the handling of, or exposure to, asbestos. Due to the continuation and extension of the existing indemnity and asbestos claims administration arrangements between Parsons Corporation and Parsons E&C Corporation, the Group is not aware of any circumstance that is likely to lead to a residual contingent exposure for the Group in respect of asbestos liabilities.

26. SUBSEQUENT EVENTSSince the end of the financial year, the directors have resolved to pay a final dividend of 22.0 cents per fully paid ordinary share, including exchangeable shares, unfranked (2014: 51.0 cents per share, franked at 20.5%).In accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets, the aggregate amount of the proposed final dividend of $54.4 million is not recognized as a liability as at 30 June 2015.Unless disclosed elsewhere in the financial statements, no other material matter or circumstance has arisen since 30 June 2015 that has significantly affected, or may significantly affect:• theconsolidatedentity’soperationsinfuturefinancialyears;• theresultsofthoseoperationsinfuturefinancialyears;or• theconsolidatedentity’sstateofaffairsinfuturefinancialyears.

27. PROCUREMENTIn certain situations, the Group will enter into contracts with its customers which require the Group to procure goods and services on behalf of the customer.Where the risks and rewards associated with the procurement activities are assumed by the Group, the revenues and expenses, and assets and liabilities are recognized on a gross basis in the Statement of Financial Performance and Statement of Financial Position.The following procurement revenues and costs, and assets and liabilities have been recognized on a gross basis in the Statement of Financial Performance and Statement of Financial Position:

CONSOLIDATED

2015 2014 $’M $’M

REVENUE AND ExPENSES¹Procurement revenue at margin 336.0 242.9Procurement costs at margin (325.1) (235.9)Procurement revenue at nil margin 2,034.9 2,713.3Procurement costs at nil margin (2,034.9) (2,713.3)

ASSETS AND LIABILITIESCash and cash equivalents 91.6 70.0Trade and other receivables 171.2 197.1Trade and other payables (123.0) (192.0)

1 Revenue and expenses exclude procurement revenue and expenses from associates.



CONSOLIDATED

2015 2014 $’M $’M

28. PROPERTY, PLANT AND EQUIPMENTLand and buildingsAt cost 9.8 1.7Accumulated depreciation (0.5) (0.5)

9.3 1.2

Leasehold improvementsAt cost 196.2 176.8Accumulated amortization (149.8) (116.3)

46.4 60.5

Plant and equipmentAt cost 190.3 169.4Accumulated depreciation (145.0) (123.1)

45.3 46.3

Computer equipmentAt cost 79.8 77.3Accumulated depreciation (73.6) (69.6)

6.2 7.7

Total property, plant and equipment 107.2 115.7

RECONCILIATIONSReconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current and previous financial years are set out below:

CONSOLIDATED

LAND AND LEASEHOLD PLANT AND COMPUTER BUILDINGS IMPROVEMENTS EQUIPMENT EQUIPMENT TOTAL $’M $’M $’M $’M $’M

Balance at 1 July 2014 1.2 60.5 46.3 7.7 115.7Additions due to the acquisition of entities – – 0.2 0.2 0.4Additions 8.2 9.8 16.2 2.4 36.6Disposals – (0.6) (1.1) (0.4) (2.1)Depreciation (0.3) – (19.8) (4.5) (24.6)Amortization – (27.0) – – (27.0)Differences arising on translation of foreign operations 0.2 3.7 3.5 0.8 8.2

Balance at 30 June 2015 9.3 46.4 45.3 6.2 107.2

Balance at 1 July 2013 1.4 72.4 56.4 9.4 139.6Additions due to the acquisition of entities – 0.4 0.4 0.4 1.2Additions 0.1 13.4 14.7 3.9 32.1Disposals – (2.3) (2.8) (0.2) (5.3)Depreciation (0.2) – (21.4) (5.5) (27.1)Amortization – (22.6) – – (22.6)Differences arising on translation of foreign operations (0.1) (0.8) (1.0) (0.3) (2.2)

Balance at 30 June 2014 1.2 60.5 46.3 7.7 115.7

RECOGNITION AND MEASUREMENTProperty, plant and equipment are stated at cost less accumulated depreciation, amortization and impairment, if any.


CONSOLIDATED

2015 2014 $’M $’M

29. DEFERRED TAX(A) DEFERRED TAx ASSETSThe balance comprises temporary differences attributable to:Amounts recognized in the Statement of Financial Performance:Allowance for doubtful debts 7.2 6.7Employee benefits provisions 45.1 58.1Warranty provisions 4.4 1.8Project provisions 17.2 11.5Other provisions 41.7 31.0Fixed assets 14.6 10.9Sundry accruals 17.0 13.1Recognized tax losses 16.2 13.5Unused foreign tax credits 11.7 2.7Unrealized foreign exchange losses – 9.8Lease incentives 2.4 3.4Other 12.9 6.3

190.4 168.8Amounts recognized directly in equity:Foreign exchange losses 21.9 26.8

Deferred tax assets 212.3 195.6

Balance at the beginning of the financial year 195.6 160.5Acquisition of controlled entities 6.6 1.6Credited to the Statement of Financial Performance (10.6) 20.0(Charged)/credited to equity (4.9) 15.1Disposal of subsidiary/transfer to assets held for sale (0.5) (0.5)Differences arising on translation of foreign operations 26.1 (1.1)




CONSOLIDATED

2015 2014 $’M $’M

29. DEFERRED TAX (continued)(B) DEFERRED TAx LIABILITIESThe balance comprises temporary differences attributable to:Amounts recognized in the Statement of Financial Performance:Identifiable intangible assets and goodwill 69.1 53.4Unbilled contract revenue 20.7 41.7Fixed assets 0.1 1.5Unrealized foreign exchange gains 13.7 18.4Prepayments 1.3 1.1Other 6.7 0.7

111.6 116.8Amounts recognized directly in equity:Other 4.1 5.5

Deferred tax liabilities 115.7 122.3

Balance at the beginning of the financial year 122.3 141.6Acquisition of controlled entities 4.7 2.6Credited to the Statement of Financial Performance (18.7) (17.5)Credited charged to equity (1.4) (1.8)Disposal of subsidiary/transfer to liabilities held for sale (0.4) (0.7)Differences arising on translation of foreign operations 9.2 (1.9)


RECOGNITION AND MEASUREMENTDeferred tax assets and liabilities are recognized for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantially enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognized in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time did not affect either accounting profit or taxable profit and loss.Deferred tax assets and liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.Current and deferred tax amounts relating to items recognized directly in equity are also recognized in equity and not in the Statement of Financial Performance.KEY ESTIMATESDeferred tax assets are recognized for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences.

30. RELATED PARTIES(A) DIRECTORSThe names of persons who were directors of the Company at any time during the financial year were as follows:John Grill (Chairman)Ron McNeilly (Deputy Chairman and Lead Independent Director)Larry BenkeErich FraunschielJohn M GreenChristopher HaynesCatherine LivingstoneWang Xiao BinAndrew Wood (Chief Executive Officer).


(B) OTHER RELATED PARTIES

CONSOLIDATED

2015 2014 $’M $’M

Aggregate amounts brought to account in relation to other transactions with each class of other related parties were as follows:Loans advanced to:Associates and related parties 0.3 11.0Loan repayments from:Associates and related parties 1.2 4.2Dividends received from:Dividend revenue from associates 16.0 23.5

Aggregate amounts, receivable from, and payable to, each class of other related parties at balance date were as follows:Current receivablesAssociates and related parties 60.2 44.6

Current payablesAssociates and related parties 11.0 8.1

Related entities provide specific advisory services to controlled entities in the normal course of business. These transactions are made on normal terms and conditions and at market rates.(C) CONTROLLING ENTITIESWorleyParsons Limited is the ultimate Australian parent company.

CONSOLIDATED

2015 2014 $ $

31. REMUNERATION OF AUDITORSRemuneration for audit or review of the financial reports of the parent entity or any other entity in the Group:Auditor of the parent entity – Ernst & Young 3,571,935 3,516,744Other auditors of controlled entities 149,839 250,955

3,721,774 3,767,699

Amounts received for other services:Tax related services 757,757 350,230Acquisition related assurance services 52,240 30,000Other non‑audit services 567,365 893,174

1,377,362 1,273,404

5,099,136 5,041,103

CONSOLIDATED

2015 2014 $ $

32. KEY MANAGEMENT PERSONNELShort term employee benefits 6,976,197 9,876,330Post‑employment benefits 215,807 426,894Other long term benefits 56,543 60,572Share based payments 698,033 709,376

Total compensation 7,946,580 11,073,172



33. PARENT ENTITY DISCLOSURES(A) PARENT ENTITYWorleyParsons Limited parent entity financial statements include investments in the following entities: 2015 2014 ENTITY COUNTRY OF INCORPORATION $’M $’M

Engineering Securities Pty Limited atf The Worley Limited Trust Australia 94.7 94.7WorleyParsons Canada Callco Ltd Canada 121.0 121.0WorleyParsons Canada Holdings Pty Limited Australia 197.9 197.9WorleyParsons Financial Services Pty Limited Australia 440.1 440.1

853.7 853.7

The parent entity’s summary financial information as required by the Corporations Act 2001 is as follows: 2015 2014 $’M $’M

STATEMENT OF FINANCIAL PERFORMANCEProfit before income tax expense 159.6 272.5Income tax expense (21.2) –

Profit after income tax expense 138.4 272.5

Profit attributable to members of WorleyParsons Limited 138.4 272.5Retained profits at the beginning of the financial year 199.3 133.7Dividends paid1 (207.0) (206.9)

Retained profits at the end of the financial year 130.7 199.3

STATEMENT OF COMPREHENSIVE INCOMEProfit after income tax expense 138.4 272.5

Total comprehensive income, net of tax 138.4 272.5

STATEMENT OF FINANCIAL POSITIONCurrent assets 1,006.4 977.7Total assets 1,990.0 1,939.0Current liabilities 527.9 449.7Total liabilities 557.4 449.7

Net assets 1,432.6 1,489.3

Issued capital 1,255.0 1,239.7Performance rights reserve 46.9 50.3Retained profits 130.7 199.3

Total equity 1,432.6 1,489.3

Parent entity has bank guarantees in respect of contractual performance outstanding at 30 June 2015 for the amount of $484.2 million (2014: $395.5 million). These commitments have not been recognized in the financial statements.The parent entity has no commitments for expenditure.1 Dividends paid by the parent entity exclude dividends paid to holders of exchangeable shares.


(B) CLOSED GROUPPursuant to Australian Securities and Investments Commission Class Order 98/1418, relief has been granted to Worley No 2 Pty Limited, WorleyParsons Engineering Pty Limited, WorleyParsons Financial Services Pty Limited and WorleyParsons Services Pty Limited, from the Corporations Act 2001 requirements for preparation, audit and lodgment of their financial reports. As a condition of the Class Order, WorleyParsons Limited together with the parties noted entered into a Deed of Cross Guarantee on 26 May 2003. The effect of the deed is that WorleyParsons Limited has guaranteed to pay any deficiency in the event of the winding up of the abovementioned controlled entities. The controlled entities have also given a similar guarantee in the event that WorleyParsons Limited is wound up. The Statement of Financial Performance and Statement of Financial Position of the entities which are parties to the Deed of Cross Guarantee and The Worley Limited Trust (Closed Group) are as follows:

CLOSED GROUP

2015 2014 $’M $’M

STATEMENT OF FINANCIAL PERFORMANCEProfit before income tax expense 147.2 186.2Income tax expense (12.5) (17.1)

Profit after income tax expense 134.7 169.1

Profit attributable to members of WorleyParsons Limited 134.7 169.1Retained profits at the beginning of the financial year 184.4 222.2Dividends paid1 (207.0) (206.9)

Retained profits at the end of the financial year 112.1 184.4

1 Dividends paid by the Closed Group exclude dividends paid to holders of exchangeable shares.

STATEMENT OF FINANCIAL POSITIONASSETSCurrent assetsCash and cash equivalents – 9.6Trade and other receivables 1,776.5 1,604.5Other current assets 29.1 15.3

Total current assets 1,805.6 1,629.4

Non‑current assetsProperty, plant and equipment 0.3 0.3Intangible assets 64.9 64.9Deferred tax assets 74.4 56.5Other non‑current assets 1,047.2 1,042.4

Total non‑current assets 1,186.8 1,164.1

TOTAL ASSETS 2,992.4 2,793.5

LIABILITIESCurrent liabilitiesTrade and other payables 1,328.2 1,145.9Provisions 0.3 3.9

Total current liabilities 1,328.5 1,149.8

Non‑current liabilitiesTrade and other payables 29.5 –Interest bearing loans and borrowings 190.9 155.5Deferred tax liabilities 16.2 10.9

Total non‑current liabilities 236.6 166.4

TOTAL LIABILITIES 1,565.1 1,316.2

NET ASSETS 1,427.3 1,477.3

EQUITYIssued capital 1,255.0 1,239.7Reserves 60.2 53.2Retained profits 112.1 184.4

TOTAL EQUITY 1,427.3 1,477.3


DIRECTORS’ DECLARATION

In accordance with a resolution of the directors of WorleyParsons Limited, I state that:1. In the opinion of the directors: (a) the financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on

thatdate;and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; (b) thefinancialstatementsandnotesalsocomplywithInternationalFinancialReportingStandardsasdisclosedinnote2(A); (c) therearereasonablegroundstobelievethattheCompanywillbeabletopayitsdebtsasandwhentheybecomedueandpayable;and (d) as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 33 will be able

to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee.2. This declaration has been made after receiving the declarations required to be made to the Directors from the chief executive officer and chief

financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2015.On behalf of the Board

JOHN GRILL AO ChairmanSydney, 26 August 2015



Independent auditor's report to the members of WorleyParsons Limited

Report on the financial report

We have audited the accompanying financial report of WorleyParsons Limited (“the Company”), which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of financial performance, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

Directors' responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor's responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.


Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au











Independence



Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au



Opinion In our opinion:

a. the financial report of WorleyParsons Limited is in accordance with the Corporations Act 2001, including:

i giving a true and fair view of the consolidated entity's financial position as at 30 June 2015 and of its performance for the year ended on that date; and

ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and

b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Report on the remuneration report

We have audited the Remuneration Report included in pages 51 to 66 of the directors' report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion In our opinion, the Remuneration Report of WorleyParsons Limited for the year ended 30 June 2015, complies with section 300A of the Corporations Act 2001.

Ernst & Young SJ Ferguson Partner Sydney 26 August 2015











Independence



Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au


SHAREHOLDER INFORMATIONTOP 20 HOLDINGS OF FULLY PAID ORDINARY SHARES AS AT 19 AUGUST 2015NAME SHARES % OF ISSUED CAPITAL RANK

HSBC Custody Nominees (Australia) Limited 86,780,652 35.06 1J P Morgan Nominees Australia Limited 33,385,121 13.49 2Citicorp Nominees Pty Limited 20,003,800 8.08 3National Nominees Limited 18,283,675 7.39 4Wilaci Pty Limited <The Serpentine A/C> 11,778,006 4.76 5Serpentine Foundation Pty Limited <Serpentine Foundation A/C> 4,844,825 1.96 6Mr John Michael Grill 2,569,342 1.04 7BNP Paribas Noms Pty Ltd <DRP> 2,059,836 0.83 8Haju Pty Limited <Haju A/C> 1,500,000 0.60 9Juha Pty Limited <Juha A/C> 1,500,000 0.60 10Taylor Square Designs Pty Ltd 1,423,641 0.58 11Citicorp Nominees Pty Limited <Colonial First State Inv A/C> 1,358,864 0.55 12Warbont Nominees Pty Ltd <Unpaid Entrepot A/C> 1,280,002 0.52 13HSBC Custody Nominees (Australia) Limited <NT‑Comnwlth Super Corp A/C> 1,257,880 0.51 14UBS Bank Canada TR Chalet Holdings Inc 1,077,475 0.44 15Argo Investments Limited 972,336 0.39 16Inmac Engineering Pty Ltd 880,000 0.35 17Netwealth Investments Limited <Wrap Services A/C> 846,650 0.34 18Lujeta Pty Ltd <The Margaret Account> 828,500 0.33 19Dubotu Pty Ltd 800,000 0.32 20

Total 193,430,605 78.14

Total number of current holders for all named classes is 25,571.The table above includes exchangeable shares. The ASX treats these shares as having been converted into ordinary shares of the Company at the time of their issue for the purposes of the ASX Listing Rules.

SUBSTANTIAL HOLDERS OF 5% OR MORE OF FULLY PAID ORDINARY SHARES AS AT 19 AUGUST 2015*NAME NOTICE DATE SHARES

John Grill and associated companies 31 May 2010 25,313,786Veritas Asset Management LLP 31 October 2014 14,393,694Blackrock Group and subsidiaries 20 March 2015 14,813,070Franklin Resources, Inc, and affiliates 22 July 2015 13,126,866

* As disclosed in substantial shareholder notices received by the Company.

RANGE OF FULLY PAID ORDINARY SHARES AS AT 19 AUGUST 2015 HOLDERS SHARES % OF ISSUED CAPITAL

1 – 1,000 18,007 7,463,965 3.021,001 – 5,000 6,361 14,124,037 5.705,001 – 10,000 655 4,879,941 1.9710,001 – 100,000 471 11,707,050 4.73100,001 and over 77 209,355,523 84.58Total 25,571 247,530,516 100.00

UNMARKETABLE PARCELS MINIMUM PARCEL SIZE HOLDERS SHARES

Minimum $500 parcel at $7.92 per unit 64 1,809 60,824

The table above includes exchangeable shares. The ASX treats these exchangeable shares to have been converted into ordinary shares of the Company at the time of their issue for the purposes of the ASX Listing Rules. In addition to the shares set out in the table there is one special voting share issued to Computershare Trust Company of Canada Limited as part of the consideration for the acquisition of the Colt Group.

VOTING RIGHTSAll ordinary shares carry one vote per share without restriction. In the case of the exchangeable shares, voting rights are provided through the special voting share which carries an aggregate number of votes equal to the number of votes attached to the ordinary shares into which the exchangeable shares are exchangeable.


GLOSSARYTERM DEFINITION

Americas Services business line region encompassing sub‑regions of North America and Latin America.APAC Services business line region encompassing Australia, Pacific, Asia and China.Brownfield project A project which is constrained by prior work. Such projects very often involve rebuilding or re‑engineering a facility

from an existing facility. Such a project may be contrasted with a greenfield project which is a project that lacks constraints imposed by prior work – for example, a project that, apart from a small number of interfaces with existing facilities, is a standalone project.

Downstream The refining of petroleum crude oil and the processing and purifying of raw natural gas, as well as the marketing and distribution of products derived from crude oil and natural gas.

EBIT Earnings before interest and tax.EcoNomicsTM Our framework for integrating sustainability into our customers’ projects and operations. That framework assists them

in making decisions where trade‑offs exist between technical, social, environmental and financial performance.EDS Engineering Design Systems.EPC Engineering, Procurement and Construction.EPC contract Under an EPC contract, we will generally be responsible for the design of, the procurement of equipment and materials

for, and the construction and commissioning of an asset, such as a power station. This will generally require us to ensure that the completed asset meets certain specified performance targets. To do so, we will generally procure the necessary equipment and materials and engage various subcontractors ourselves.

EPCM Engineering, Procurement and Construction Management.EPCM contract Under an EPCM contract, we will generally be responsible for providing our professional services, but unlike an EPC

contract, will not be responsible for delivering a completed asset to our customer. Instead, we will provide engineering and design services to our customer, procure equipment but only as agent for our customer and manage our customer’s other suppliers as the customer’s representative. We will generally be paid an hourly rate for the services we provide.

EPS Earnings per share.EURMENA Services business line region encompassing Europe, Middle East and North Africa.Front end engineering design Basic engineering design providing owners and their financiers with information enabling them to determine whether (FEED) or not, and if so how, to commit resources to a proposed project to maximize its projected returns.GDC Global Delivery Center.Greenfield project A project that lacks constraints imposed by prior work – for example, a project that, apart from a small number of

interfaces with existing facilities, is a standalone project. A greenfield project can be contrasted with a ‘brownfield project’ which is a project constrained by prior work. Such projects very often involve rebuilding or re‑engineering a facility from an existing facility.

HSE Health, Safety and Environment.LAM Services business line region encompassing Latin America.Midstream The transport (by pipeline, rail, barge or truck), storage, and wholesale marketing of crude or refined petroleum

products.NOC National Oil Company.OE Owner’s engineer.OneWayTM Our enterprise‑wide integrity management framework which establishes our corporate expectations for Zero Harm to

our business.PMC Project Management Consultant/Consultancy.Reimbursable EPC Arrangements under which we are reimbursed for the costs we incur plus a margin in meeting our obligations under an

EPC contract.SSA Services business line region encompassing countries in Sub‑Saharan Africa.Unconventional oil and gas Types of oil and gas that were traditionally thought of as being difficult and/or expensive to locate and extract.

They include shale gas, shale oil, basin‑centred gas, gas hydrates and coal seam gas.Upstream The searching for potential underground or underwater crude oil and natural gas fields, drilling of exploratory wells,

and the subsequent drilling and operation of the wells that recover and bring the crude oil and/or raw natural gas to the surface.

Corporate InformatIonWorleyParsons Limited ACN 096 090 158

Directors

John Grill (Chairman)Ron McNeilly (Deputy Chairman and Lead Independent Director)Larry BenkeJagjeet (Jeet) BindraErich FraunschielJohn M GreenChristopher Haynes, OBECatherine Livingstone, AOWang Xiao BinAndrew Wood (Chief Executive Officer)

company secretary

Peter Janu

registereD office

Level 12141 Walker StreetNorth Sydney NSW 2060

auDitors

Ernst & Young

Bankers

Bank of America Merrill LynchBNP ParibasCommonwealth Bank of AustraliaHSBCJPMorgan ChaseNational Australia BankRoyal Bank of CanadaStandard Chartered BankUBSWells FargoWestpac Banking Corporation

Lawyers

Herbert Smith Freehills

share registry

Computershare Investor Services Pty LimitedLevel 4, 60 Carrington StreetSydney NSW 2000Australia

Phone: 1300 850 505

WorleyParsons Annual Report 2015

Documents

Transcript of WorleyParsons Annual Report 2015